SEC Filing | Destination XL Group, Inc.

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the Quarterly Period Ended July 31, 2010

Commission File Number 01-34219

CASUAL MALE RETAIL GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware		04-2623104
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

555 Turnpike Street, Canton, MA		02021
(Address of principal executive offices)		(Zip Code)

(781) 828-9300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of common stock outstanding as of July 31, 2010 was 47,709,124.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements.

CASUAL MALE RETAIL GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	July 31, 2010			January 30, 2010
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	7,912		$	4,302
Accounts receivable		3,357			2,494
Inventories		94,241			89,977
Prepaid expenses and other current assets		8,858			8,380

Total current assets		114,368			105,153
Property and equipment, net of accumulated depreciation and amortization		39,023			41,888
Other assets:
Intangible assets		32,553			32,809
Other assets		1,143			1,189

Total assets	$	187,087		$	181,039

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	4,874		$	4,874
Current portion of deferred gain on sale-leaseback		1,465			1,465
Accounts payable		27,497			19,753
Income taxes payable		1,447			1,485
Accrued expenses and other current liabilities		22,125			28,531
Notes payable		—			3,475

Total current liabilities		57,408			59,583
Long-term liabilities:
Deferred gain on sale-leaseback, net of current portion		21,249			21,981
Long-term debt, net of current portion		265			2,702
Deferred income taxes		1,153			769
Other long-term liabilities		2,781			2,781

Total liabilities		82,856			87,816

Stockholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued at July 31, 2010 and January 30, 2010		—			—
Common stock, $0.01 par value, 100,000,000 shares authorized, 58,586,563 and 58,046,235 issued at July 31, 2010 and January 30, 2010, respectively		586			580
Additional paid-in capital		289,535			288,367
Accumulated deficit		(94,232	)		(103,982	)
Treasury stock at cost, 10,877,439 shares at July 31, 2010 and January 30, 2010		(87,977	)		(87,977	)
Accumulated other comprehensive loss		(3,681	)		(3,765	)

Total stockholders’ equity		104,231			93,223

Total liabilities and stockholders’ equity	$	187,087		$	181,039

The accompanying notes are an integral part of the consolidated financial statements.

CASUAL MALE RETAIL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	For the three months ended						For the six months ended
	July 31, 2010			August 1, 2009			July 31, 2010			August 1, 2009
Sales	$	97,251		$	98,252		$	192,235		$	195,813
Cost of goods sold, including occupancy		52,142			54,427			103,558			110,430

Gross profit		45,109			43,825			88,677			85,383
Expenses:
Selling, general and administrative		35,431			35,513			71,062			72,664
Depreciation and amortization		3,364			3,980			6,688			7,777

Total expenses		38,795			39,493			77,750			80,441

Operating income		6,314			4,332			10,927			4,942
Other income, net		105			93			208			186
Interest expense, net		(153	)		(295	)		(308	)		(625	)

Income before income taxes		6,266			4,130			10,827			4,503
Provision for income taxes		670			504			1,077			541

Net income	$	5,596		$	3,626		$	9,750		$	3,962

Net income per share – basic	$	0.12		$	0.09		$	0.21		$	0.10
Net income per share – diluted	$	0.12		$	0.09		$	0.21		$	0.10
Weighted average number of common shares outstanding
- basic		46,983			41,450			46,821			41,450
- diluted		47,494			41,926			47,384			41,638

The accompanying notes are an integral part of the consolidated financial statements.

CASUAL MALE RETAIL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended
	July 31, 2010			August 1, 2009
Cash flows from operating activities:
Net income	$	9,750		$	3,962
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,688			7,777
Amortization of deferred gain from sale-leaseback		(732	)		(733	)
Deferred income taxes, net of valuation allowance		384			—
Stock based compensation expense		850			210
Issuance of common stock to Board of Directors		20			—
Changes in operating assets and liabilities:
Accounts receivable		(1,071	)		(79	)
Inventories		(4,264	)		4,361
Prepaid expenses		(478	)		(218	)
Other assets		36			62
Accounts payable		7,744			(3,816	)
Income taxes payable		(38	)		396
Accrued expenses and other current liabilities		(6,322	)		(3,825	)

Net cash provided by operating activities		12,567			8,097

Cash flows from investing activities:
Additions to property and equipment		(3,557	)		(2,246	)
Net proceeds from sale of subsidiary, LP Innovations, Inc.		208			186

Net cash used for investing activities		(3,349	)		(2,060	)

Cash flows from financing activities:
Net repayments under credit facility		(3,475	)		(2,829	)
Principal payments on long-term debt		(2,437	)		(2,437	)
Proceeds from the issuance of common stock under option program		304			—

Net cash used for financing activities		(5,608	)		(5,266	)

Net change in cash and cash equivalents		3,610			771
Cash and cash equivalents:
Beginning of the period		4,302			4,953

End of the period	$	7,912		$	5,724

The accompanying notes are an integral part of the consolidated financial statements.

CASUAL MALE RETAIL GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the six months ended July 31, 2010

(In thousands)

(Unaudited)


	Common Stock			Additional Paid-in Capital			Treasury Stock					Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
	Shares	Amounts		Additional Paid-in Capital			Shares		Amounts			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
Balance at January 30, 2010	58,046	$	580	$	288,367		(10,877	)	$	(87,977	)	$	(103,982	)	$	(3,765	)	$	93,223

Stock based compensation expense					850														850
Issuance of restricted stock	282		3		(3	)													—
Board of Directors compensation	6		—		20														20
Exercises under option programs	253		3		301														304
Accumulated other comprehensive income (loss):
Unrecognized loss associated with pension plan																57			57
Foreign currency																27			27
Net income													9,750						9,750

Total comprehensive income																			9,834

Balance at July 31, 2010	58,587	$	586	$	289,535		(10,877	)	$	(87,977	)	$	(94,232	)	$	(3,681	)	$	104,231

The accompanying notes are an integral part of the consolidated financial statements.

CASUAL MALE RETAIL GROUP, INC.

Notes to Consolidated Financial Statements

1. Basis of Presentation

In the opinion of management of Casual Male Retail Group, Inc., a Delaware corporation (the “Company”), the accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of the interim financial statements. These financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with the notes to the Company’s audited consolidated financial statements for the fiscal year ended January 30, 2010 included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 19, 2010.

The information set forth in these statements may be subject to normal year-end adjustments. The information reflects all adjustments that, in the opinion of management, are necessary to present fairly the Company’s results of operations, financial position and cash flows for the periods indicated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s business historically has been seasonal in nature, and the results of the interim periods presented are not necessarily indicative of the results to be expected for the full year.

The Company’s fiscal year is a 52- or 53- week period ending on the Saturday closest to January 31. Fiscal 2010 is a 52-week period ending on January 29, 2011. Fiscal 2009 was a 52-week period which ended January 30, 2010.

Accounting Standards Codification

On July 1, 2009, the Financial Accounting Standards Board (“FASB”) released the Accounting Standards Codification (“ASC”). The ASC became the single source of authoritative nongovernmental U.S. GAAP and is effective for all interim and annual periods ending after September 15, 2009. All existing accounting standards documents were superseded and any other literature not included in the ASC is considered non-authoritative. The adoption of the ASC did not have any impact on the Company’s financial condition, results of operations and cash flows, as the ASC did not change existing U.S. GAAP. The adoption of the ASC changes the approach of referencing authoritative literature by topic (each a “Topic”) rather than by type of standard. Accordingly, references to former FASB positions, statements, interpretations, opinions, bulletins or other pronouncements in the Company’s Notes to Consolidated Financial Statements are now presented as references to the corresponding Topic in the ASC.

Segment Information

The Company reports its operations as one reportable segment, Big & Tall Men’s Apparel, which consists of three operating segments—B&T Factory Direct, Casual Male XL and Rochester. The Company considers its operating segments to be similar in terms of economic characteristics, production processes and operations, and have therefore aggregated them into a single reporting segment.

Other Intangibles

The Company’s trademarks are considered indefinite-lived intangible assets and must be tested annually for potential impairment. Both the Casual Male and Rochester trademarks were tested for potential impairment in December 2009, as part of the Company’s annual impairment analysis. Utilizing an income approach with appropriate royalty rates applied, the Company concluded that the Casual Male trademark, with a carrying value of $29.2 million, and the Rochester trademark, with a carrying value of $1.5 million, were not impaired.

Stock-based Compensation

All share-based payments, including grants of employee stock options, are recognized as an expense in the statement of operations based on their fair values and vesting periods. The fair value of stock options is determined using the Black-Scholes valuation model and requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (the “expected term”), the estimated

CASUAL MALE RETAIL GROUP, INC.

Notes to Consolidated Financial Statements—(Continued)

volatility of the Company’s common stock price over the expected term and the number of options that will ultimately not complete their vesting requirements (“forfeitures”). The Company reviews its valuation assumptions at each grant date and, as a result, is likely to change its valuation assumptions used to value employee stock-based awards granted in future periods. The values derived from using the Black-Scholes model are recognized as an expense over the vesting period, net of estimated forfeitures. The estimation of stock-based awards that will ultimately vest requires significant judgment. Actual results, and future changes in estimates, may differ from the Company’s current estimates.

For the first six months of fiscal 2010 and fiscal 2009, the Company recognized total stock-based compensation expense of $0.9 million and $0.2 million, respectively. Approximately $0.2 million of the $0.9 million of stock-based compensation expense for the first six months of fiscal 2010 relates to the expense associated with the grant of equity awards pursuant to the Company’s Long-Term Incentive Plan.

The total compensation cost related to non-vested awards not yet recognized as of July 31, 2010 is approximately $1.5 million which will be expensed over a weighted average remaining life of 23 months.

Valuation Assumptions for Stock Options and Restricted Stock

During the first six months of fiscal 2010, the Company granted 308,550 shares of restricted stock which included 283,550 shares to members of management as a result of the Company’s achievement of certain performance targets in fiscal 2009 pursuant to its Long-Term Incentive Plan. For the first six months of fiscal 2009, the Company granted 667,500 shares of restricted stock. Each restricted share of common stock was assigned a fair value equal to the closing price of the Company’s common stock on the date of grant.

During the first six months of fiscal 2010, stock options to purchase 383,172 shares of common stock were granted. Of this amount, stock options to purchase 20,606 shares of common stock were issued pursuant to the Long-Term Incentive Plan for fiscal 2009. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average grant date fair-value of stock options granted during the first six months of fiscal 2010 was $1.07 per share. There were no stock options granted during the first six months of fiscal 2009.

The following assumptions were used for grants for the first six months of fiscal 2010. There were no assumptions for the first six months of fiscal 2009 because there were no stock option grants.


		July 31, 2010
Expected volatility		55.0%
Risk-free interest rate		1.14-1.55%
Expected life		2.1-3.0 yrs
Dividend rate		—

Expected volatilities are based on historical volatilities of the Company’s common stock; the expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and historical exercise patterns; and the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

During the first six months of fiscal 2010, options for 252,500 shares of common stock were exercised with an intrinsic value of approximately $0.5 million.

2. Debt

Credit Agreement with Bank of America Retail Group, Inc.

At July 31, 2010, the Company had no outstanding borrowings under its credit facility, as most recently amended December 20, 2007, with Bank of America, N.A. (the “Credit Facility”). The maturity date of the Credit Facility is October 29, 2011. Outstanding standby letters of credit were $2.1 million and outstanding documentary letters of credit were $5.0 million. Average monthly borrowings outstanding under the Credit Facility during the first six months of fiscal 2010 were approximately $5.3 million, resulting in an average unused excess availability of approximately $59.7 million. Unused excess availability at July 31, 2010 was $64.9 million. The Company’s obligations under the Credit Facility are secured by a lien on all of its assets. The Company is not subject to any financial covenants pursuant to this Credit Facility.

CASUAL MALE RETAIL GROUP, INC.

Notes to Consolidated Financial Statements—(Continued)

The fair value of amounts outstanding under the Credit Facility approximates the carrying value at July 31, 2010. At the Company’s option, any portion of the outstanding borrowings can be converted to LIBOR-based contracts; the remainder bears interest based at prime. At July 31, 2010, the prime-based interest rate was 3.25%. The Company had no outstanding borrowings at July 31, 2010.

Long-Term Debt with Banc of America Leasing & Capital, LLC

Pursuant to two Equipment Security Notes with Banc of America Leasing & Capital, LLC for equipment financing, the Company has $5.1 million outstanding at July 31, 2010. The secured notes are due July 20, 2011 and January 16, 2012. Both secured notes accrue interest at a per annum rate of 1.75% plus the rate of interest equal to the 30-day published LIBOR rate. Principal and interest, in arrears, are payable monthly, commencing one month after issuance of such note.

Both notes are secured by a security interest in all of the Company’s rights, title and interest in and to certain equipment. The Company is not subject to any financial covenants pursuant to these notes.

3. Equity

Earnings per Share

The following table provides a reconciliation of the number of shares outstanding for basic and diluted earnings per share:


	For the three months ended		For the six months ended
	July 31, 2010	August 1, 2009	July 31, 2010	August 1, 2009
(in thousands)
Common Stock Outstanding
Basic weighted average common shares outstanding	46,983	41,450	46,821	41,450
Common Stock Equivalents-Stock options, restricted stock and warrants	511	476	563	188

Diluted weighted average common shares Outstanding	47,494	41,926	47,384	41,638

The following potential common stock equivalents were excluded from the computation of diluted earnings per share in each period because the exercise price of such options and warrants was greater than the average market price per share of common stock for the respective periods.


	For the three months ended		For the six months ended
	July 31, 2010	August 1, 2009	July 31, 2010	August 1, 2009
(in thousands, except exercise prices)
Options	3,289	3,407	3,289	3,510
Warrants	—	1,058	—	1,058
Range of exercise prices of such options and warrants	$3.88 - $10.26	$2.37 - $10.26	$3.88 - $10.26	$1.25 - $10.26

The above options, which were outstanding at July 31, 2010, expire from May 25, 2011 to May 3, 2020.

4. Income Taxes

At July 31, 2010, the Company had total deferred tax assets of approximately $52.5 million, with a corresponding valuation allowance of $52.5 million and a total deferred tax liability of approximately $1.2 million. The deferred tax assets primarily relate to net operating loss carryforwards that expire through 2029 and to a lesser extent book/tax timing differences.

CASUAL MALE RETAIL GROUP, INC.

Notes to Consolidated Financial Statements—(Continued)

The Company’s effective tax rate for the first six months of fiscal 2010 has been reduced from the statutory rate due to the utilization of the Company’s fully reserved net operating loss carryforwards.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The charge for taxation is based on the results for the year as adjusted for items that are non-assessable or disallowed. The charge is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Pursuant to Topic 740, Income Taxes, the Company will recognize the benefit from a tax position only if it is more likely than not that the position would be sustained upon audit based solely on the technical merits of the tax position. At July 31, 2010, the Company had no material unrecognized tax benefits.

The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has concluded all U.S. federal income tax matters for years through fiscal 1997, with remaining fiscal years subject to income tax examination by federal tax authorities.

The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were material to its results of operations for the second quarter and first six months of fiscal 2010.

5. Recently Issued Accounting Pronouncements

The Company has reviewed accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company believes that the following impending standards may have an impact on its future filings. The applicability of any standard will be evaluated by the Company and is still subject to review by the Company.

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-04—Accounting for Various Topics—Technical Corrections to Various SEC Paragraphs. This update represents technical corrections to SEC paragraphs. The adoption of ASU No. 2010-04 will not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued ASU No. 2010-06—Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurements. This update affects all entities that are required to make disclosures about recurring or nonrecurring fair value measurements. This update provides amendments to Subtopic 820-10 that requires new disclosures and clarifies existing disclosures. The adoption of ASU No. 2010-06 will not have a material impact on the Company’s financial statements.

In February 2010, the FASB issued ASU No. 2010-08—Technical Corrections to Various Topics. This update’s purpose is to eliminate GAAP inconsistencies, update outdated provisions and provide needed clarifications. The adoption of ASU No. 2010-08 will not have a material impact on the Company’s financial statements.

In February 2010, the FASB issued ASU No. 2010-09—Subsequent Events (Topic 855)—Amendments to Certain Recognition and Disclosure Requirements. This update addresses both the interaction of the requirements of this Topic with the SEC’s reporting requirements and the intended breadth of the reissuance disclosure provision related to subsequent events (paragraph 855-10-50-4). The adoption of ASU No. 2010-09 will not have a material impact on the Company’s financial statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect” or “anticipate” or the negatives thereof, variations thereon or similar terminology. The forward-looking statements contained in this Quarterly Report are generally located in the material set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but may be found in other locations as well. These forward-looking statements generally relate to plans and objectives for future operations and are based upon management’s reasonable estimates of future results or trends. The forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Numerous factors could cause our actual results to differ materially from such forward-looking statements. We encourage readers to refer to Part I, Item 1A of our Annual Report on Form 10-K for the year ended January 30, 2010, filed with the Securities and Exchange Commission on March 19, 2010, and Part II, Item 1A of this Quarterly Report which identify certain risks and uncertainties that may have an impact on our future earnings and the direction of our Company.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. These forward-looking statements speak only as of the date of the document in which they are made. We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances in which the forward-looking statement is based.

BUSINESS SUMMARY

Casual Male Retail Group, Inc. together with our subsidiaries is the largest specialty retailer of big & tall men’s apparel with retail operations throughout the United States, Canada and London, England. As of July 31, 2010, we operated 451 Casual Male XL retail and outlet stores, 1 Destination XL store and 19 Rochester Clothing stores and a direct to consumer business, which includes several catalogs and e-commerce sites.

Unless the context indicates otherwise, all references to “we,” “ours,” “our,” “us” and “the Company” refer to Casual Male Retail Group, Inc. and its consolidated subsidiaries. We refer to our fiscal years which end on January 29, 2011 and January 30, 2010 as “fiscal 2010” and “fiscal 2009,” respectively.

When discussing sales growth, we refer to the term “comparable sales.” Comparable sales for all periods discussed include our retail stores that have been open for at least one full year together with our e-commerce and catalog sales. Stores that may have been remodeled, expanded or re-located during the period are also included in our determination of comparable sales. We include our direct businesses as part of our calculation of comparable sales because we are a multi-channel retailer, offering our customers convenient alternatives for their shopping. The method of calculating comparative sales varies across the retail industry and, as a result, our calculation of comparable sales is not necessarily comparable to similarly titled measures reported by other companies.

RESULTS OF OPERATIONS

Financial Summary

Although our total sales for the second quarter and first six months of fiscal 2010 were down 1.0% and 1.8%, respectively, we continue to see gradual improvement in our comparable sales. For the second quarter of fiscal 2010, our comparable sales increased 0.8% from the second quarter of fiscal 2009 as compared to decreases in the immediate past three quarters of -0.7%, -8.2% and -10.6% for the first quarter of fiscal 2010 and fourth and third quarters of fiscal 2009, respectively, as compared to the corresponding period of the applicable prior fiscal year. The sales performance in the second quarter and first six months of fiscal 2010 was largely achieved with improved sales productivity despite negative traffic trends which continue to decline in the high single digit level. Of equal importance, our gross margin rates continued to improve by 180 basis points for the second quarter and by 250 basis points for the first six months of fiscal 2010, in each case, as

compared to the corresponding period of fiscal 2009, as a result of strong merchandise margins and realization of cost savings from renegotiated leases. As a result, our net income, per diluted share, for the second quarter and first six months of fiscal 2010 significantly improved to $0.12 and $0.21 from last year’s $0.09 and $0.10, respectively. Our primary focus for the remainder of fiscal 2010 will continue to be on improving operating income and optimizing our free cash flow, as our sales base gradually recovers over the longer term.

During the second quarter of fiscal 2010, we also continued to manage our inventory levels prudently. Our aggressive approach in managing our inventory has been a key component to optimizing our merchandise margins, enabling us to avoid excessive promotional and clearance activity. We have also reduced our total indebtedness at July 31, 2010 by 88.8% from August 1, 2009. In addition, at July 31, 2010 we have approximately $64.9 million of availability and no outstanding borrowings under our credit facility.

With this restructured operating model intended to optimize operating margins, we believe that our existing business will remain stable, generating positive cash flow. However, we do not believe that new store growth in our current formats will produce the level of market share growth we hope to achieve. Given that, during fiscal 2009, we started to pursue new strategies to grow our business and increase our market share within the big & tall market. We believe that in order to be successful and to become a growth business, we need to develop more compelling and convenient ways for our customers to shop, while attracting a largely untapped segment of the big & tall market— the smaller waist customer (with waist sizes 42” to 46”). We believe that we have a significant opportunity to substantially grow our market share in this area of the big & tall market.

New Store Concept – Destination XL™

Our target customer group is a very diverse group, and we currently try to cater to them in individual groups through our various channels and brands, such as B&T Factory Direct for our value-oriented customers, Casual Male XL for our moderate-priced customer and Rochester Clothing for our high-end customers. Our new concept will merge all of our brands under one roof, making it easier for our customers to find the merchandise they are looking for without having to shop several stores.

During the second quarter of fiscal 2010, we began testing our new concept, the Destination XL store. In July 2010, we opened our first Destination XL store in Schaumburg, Illinois. Our Destination XL store concept is a supercenter, averaging 11,000 square feet, offering a full assortment from all of our core brands, including Casual Male XL, Rochester Clothing and B&T Factory Direct, as well as expanded assortments of Shoes XL and Living XL. All of our brands, across all channels, are represented in our new store utilizing a good, better, best pricing structure. Our family-friendly destination store will offer our customers one-stop shopping for all of their apparel needs while providing them with a comfortable and entertaining atmosphere, complete with interactive elements. This new store concept is the first of its kind in the big & tall market.

Subsequent to the end of the second quarter of fiscal 2010, we opened two additional Destination XL stores located in Memphis, Tennessee and Las Vegas, Nevada. Our fourth store in Houston, Texas is expected to open during the third quarter of fiscal 2010.

The economic proposition for the Destination XL concept consists of greater efficiencies in serving the market area resulting in higher operating margins, and potentially greater sales volumes with increased market share in each market by either (a) gaining a larger share of our existing customers’ annual expenditures on apparel, or (b) increasing our market penetration with our customers whose waist size is between 42” and 46”, or both. Accordingly, the expectation is enhanced returns on capital and operating income from each market compared to our existing locations.

The performance of the DXL™ stores, although still early, has been consistent with our expectations. Customer reaction to the new store format, which has almost triple the product assortments of an average Casual Male store, has been positive, and our transaction levels have significantly increased similar to those experienced with our hybrid stores. With an expectation of four stores opened by the end of August 2010, we have no current plans for any additional store openings for this fiscal year and we will continue to monitor the DXL stores performance before formulating any future plans for the DXL format.

In conjunction with our new store concept, we will also be launching a cross-channel e-commerce site, combining all of our existing e-commerce sites into one enhanced website—DestinationXL, with state-of-the-art features and best practices. The DestinationXL website is expected to launch in early fiscal 2011. This will enable our customers to shop across all of our brands and product extensions with ease and will bring all of our customers under one concept. Their classification as a “Rochester” customer or a “Casual Male” customer will no longer limit their ability to access our full-product assortment.

Fiscal 2010 Outlook

We are continuing to see gradual improvements throughout the retail industry, but because of our specific market, where the expectation is that the rebound in consumer spending will be over an extended period of time, we expect our sales volumes for fiscal 2010 to be relatively flat to fiscal 2009. With estimated total sales of approximately $390.0 - $395.0 million, we expect to make continued improvements in gross margins of between 110 and 140 basis points and selling, general and administrative (“SG&A”) costs to decline approximately 2% from 2009 levels.

Based on the operating results for the first six months of fiscal 2010 and the Company’s recent trends, we are raising our earnings expectations for fiscal 2010 by an additional $0.03 per diluted share. At the end of the first quarter of fiscal 2010, we stated that we expected earnings to be between $0.26 and $0.29 per diluted share. We have raised that range to $0.29 to $0.32 per diluted share. For the second half of fiscal 2010, we expect to see improvements in earnings consistent with the expected 2010 annual improvement to 2009.

From a liquidity perspective, we expect to generate free cash flow of approximately $24.0 million (up from our previously disclosed expectation of $20.0 million), which represents cash flow from operations of $34.0 million less budgeted capital expenditures of approximately $10.0 million. See “Presentation of Non-GAAP Measure” below for calculation and reconciliation of non-GAAP free cash flow. Our capital expenditure projects for fiscal 2010 are primarily related to our Destination XL store concept and the corresponding enhancement and launching of our cross-channel e-commerce site.

The free cash flow we generate in fiscal 2010 is being utilized to reduce amounts outstanding from time to time under our existing credit facility. At the end of fiscal 2010, we expect to have cash balances of between $15.0 and $20.0 million and only approximately $3.0 million in outstanding debt for a term note maturing in 2011. We expect that the availability under our revolver, which will not expire until October 2011, will be over $60 million by the end of the fiscal year. Accordingly, we expect to maintain a level of free cash flow and balance sheet liquidity to support and finance our current long term strategic plans.

Presentation of Non-GAAP Measure

The presentation of non-GAAP free cash flow is not a measure determined by generally accepted accounting principles (“GAAP”) and should not be considered superior to or as a substitute for net income or cash flows from operating activities or any other measure of performance derived in accordance with GAAP. In addition, all companies do not calculate non-GAAP financial measures in the same manner and, accordingly, “free cash flows” presented in this report may not be comparable to similar measures used by other companies. We calculate free cash flows as cash flow from operating activities, less capital expenditures and discretionary store asset acquisitions. We believe that inclusion of this non-GAAP measure helps investors gain a better understanding of our cash flow performance, especially when comparing such results to previous periods. The following table reconciles our non-GAAP free cash flow measure:


	For the six months ended:						Projected Cash Flow
*(in millions)*	July 31, 2010			August 1, 2009			Fiscal 2010
Cash flow from operating activities	$	12.6		$	8.1		$	34.0
Less: Capital expenditures		(3.6	)		(2.2	)		(10.0	)

Free Cash Flow	$	9.0		$	5.9		$	24.0

Sales

For the second quarter of fiscal 2010, total sales decreased by 1.0% to $97.3 million when compared to total sales of $98.3 million for the second quarter of fiscal 2009. Comparable sales for the second quarter increased 0.8% when compared to the same period of the prior year. This increase consisted of a 0.3% increase in sales from our Casual Male XL business offset by a 2.2% decrease in our Rochester business.

Our comparable sales increase for the second quarter of fiscal 2010 is primarily attributable to improvements in our conversion rate (the percentage of store customers who make a purchase) of 5.3%, as well as an increase in dollars spent per transaction. Both of these metrics have contributed to mitigating the reduced traffic flow which was down approximately 6.3% for the second quarter of fiscal 2010 as compared to the second quarter of fiscal 2009. Sales across our direct businesses increased by 5.2% while comparable sales from our retail channel decreased 0.2% for the second quarter of fiscal 2010 as compared to the prior year’s second quarter.

For the first six months of fiscal 2010, total sales decreased 1.8% to $192.2 million as compared to total sales of $195.8 million for the first six months of fiscal 2009. Comparable sales for the first six months of fiscal 2010 increased 0.1% when compared to the first six months of fiscal 2009. This increase consisted of a 1.2% increase in our Rochester business offset by a 1.0% decrease in our Casual Male XL business. Our Rochester business was most affected by the economic recession; as a result, we are seeing improvements in our Rochester business as our higher-end customers start returning. Sales from our direct businesses increased by 2.9% while sales from our retail channel dropped by 0.6% for the first six months of fiscal 2010 as compared to the first six months of the prior year.

We expect that sales will likely rebound very slowly, especially considering that although the overall economy has shown signs of improvement, unemployment rates, which have a direct impact on consumer spending, remain high. Accordingly, although we are seeing signs of improvement, we are planning sales volumes for fiscal 2010 to remain flat to fiscal 2009 at approximately $390.0 to $395.0 million, with comparable sales to approximate between flat to +1%.

Gross Profit Margin

For the second quarter of fiscal 2010, our gross margin rate, inclusive of occupancy costs, was 46.4% as compared to a gross margin rate of 44.6% for the second quarter of fiscal 2009. The increase of 180 basis points was the result of increased merchandise margins for the second quarter of fiscal 2010 of 100 basis points plus an increase of 80 basis points in occupancy costs as a result of lower occupancy costs.

For the first six months of fiscal 2010, our gross margin rate, inclusive of occupancy costs, was 46.1% as compared to 43.6% for the first six months of fiscal 2009. The increase of 250 basis points was the result of increased merchandise margins for the first six months of fiscal 2010 of 190 basis points plus an increase of 60 basis points in occupancy costs.

Our merchandise margin continues to benefit from our improved inventory management and reduced markdown activity. In addition, our merchandise margin for the first six months of fiscal 2009 was negatively impacted by some residual fourth quarter 2008 clearance merchandise. Occupancy costs for the first six months of fiscal 2010 also improved despite the lower sales base. On a dollar basis, occupancy costs for the first six months of fiscal 2010 decreased by $1.8 million as compared to the first six months of fiscal 2009 as a result of our on-going rent reduction efforts with various landlords.

During fiscal 2009, we were successful in re-negotiating existing lease terms with many of our landlords, enabling us to reduce future occupancy costs by approximately $9.0 million, which will be recognized over the remaining lease terms of those respective leases. As a result, we expect to leverage occupancy costs by approximately 50 to 60 basis points in fiscal 2010. In addition, we expect to continue with our aggressive management of inventory levels during fiscal 2010 to ensure a healthy inventory position and, accordingly, strong merchandise margins, with improvements of 60 to 80 basis points. Therefore, for fiscal 2010, we are expecting that gross margin will improve by approximately 110 to 140 basis points, which represents an increase of 15 to 35 basis points from our previous guidance.

Selling, General and Administrative Expenses

SG&A expenses for the second quarter of fiscal 2010 were 36.4% of sales as compared to 36.1% for the second quarter of fiscal 2009. On a dollar basis, SG&A expenses were flat for the second quarter of fiscal 2010 as compared to the second quarter of fiscal 2009.

For the first six months of fiscal 2010, SG&A expenses were 37.0% of sales as compared to 37.1% of sales for the first six months of fiscal 2009. On a dollar basis, SG&A expenses decreased $1.6 million, or 2.2%, for the first six months of fiscal 2010 as compared to the first six months of fiscal 2009.

During the first six months of fiscal 2010, we continued to benefit from the cost reductions that we took during the first half of fiscal 2009. Approximately two-thirds of the savings were the result of store payroll reductions and store operating efficiencies with the remaining cost savings resulting from reduced marketing costs.

Similar to fiscal 2009, we plan to limit our SG&A growth rates, except for certain programs to support our growth activities, unanticipated cost increases by our suppliers and unanticipated costs that are necessary to support our overall activities. For fiscal 2010, we expect our SG&A costs to decrease by approximately 2% over fiscal 2009 primarily related to the annualization of our 2009 cost reduction initiatives. These savings will be partially offset by an increase in marketing and other expenditures during the second half of fiscal 2010 to support our Destination XL concept.

Interest Expense, Net

Net interest expense was $0.2 million for the second quarter of fiscal 2010 as compared to $0.3 million for the second quarter of fiscal 2009. For the first six months of fiscal 2010, net interest expense was $0.3 million as compared to $0.6 million for the first six months of fiscal 2009. The reduction in interest costs for the first six months of fiscal 2010 as compared to the prior year was due to an overall reduction of 88.8% in total debt as of the end of the second quarter of fiscal 2010 as compared to the end of the second quarter of fiscal 2009. We had no outstanding borrowings under our Credit Facility at July 31, 2010.

Income Taxes

At July 31, 2010, our total deferred tax assets were approximately $52.5 million, with a corresponding valuation allowance of $52.5 million and a deferred tax liability of approximately $1.2 million. The deferred tax assets principally relate to federal net operating loss (“NOL”) carryforwards that expire through 2029.

The effect of the weakened economy on our retail business, especially in fiscal 2008, had a significant impact upon our revenue and profitability. Further, the conditions of the economy also negatively impacted our market value as a result of the deterioration of the capital markets and resulted in substantial impairments in fiscal 2008. Accordingly, due to our cumulative operating losses as well as our uncertainty regarding the economy and our ability to generate future taxable income to realize all of our deferred tax assets, in the fourth quarter of fiscal 2008, we established a valuation allowance against our deferred tax assets.

Our effective tax rate for the second quarter and first six months of fiscal 2010 has been reduced from the statutory rate due to the utilization of fully reserved NOL carryforwards. Assuming an effective tax rate of approximately 41.0%, this benefit resulted in a reduction in the income tax provision for the second quarter and first six months of fiscal 2010 of approximately $1.8 million, or $0.04 per diluted share, and $3.4 million, or $0.08 per diluted share, respectively.

Net Income

For the second quarter of fiscal 2010, we had net income of $5.6 million, or $0.12 per diluted share, as compared to net income of $3.6 million, or $0.09 per diluted share, for the second quarter of fiscal 2009. For the first six months of fiscal 2010, net income was $9.8 million, or $0.21 per diluted share, as compared to net income of $4.0 million, or $0.10 per diluted share, for the first six months of fiscal 2009.

Inventory

At July 31, 2010, total inventory was $94.2 million compared to $90.0 million at January 30, 2010 and $94.3 million at August 1, 2009.

We continue to make a concerted effort to manage our inventory levels and as a result our merchandise margins continue to improve. We have successfully reduced our inventory levels over the past two fiscal years without sacrificing our broad selection of core basic merchandise and current fashion items. Because of the upcoming Fall selling season, our inventory levels are typically higher when compared to year-end balances.

SEASONALITY

Historically, and consistent with the retail industry, we have experienced seasonal fluctuations as it relates to our operating income and net income. Traditionally, a significant portion of our operating income and net income is generated in the fourth quarter, as a result of the “Holiday” season.

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash needs are for working capital (essentially inventory requirements) and capital expenditures. As discussed below, our capital expenditure program for fiscal 2010 is $10.0 million, which is greater than fiscal 2009 primarily due to the launch of our Destination XL stores as well as the upgrading of our e-commerce sites to a multi-brand format.

We currently believe that our existing cash generated by operations together with our availability under our credit facility will be sufficient within current forecasts for us to meet our foreseeable liquidity requirements. For the first six months of fiscal 2010, free cash flow, which we define as cash flow from operating activities, less capital expenditures and discretionary store acquisitions, if any, improved by $3.1 million to $9.0 million from $5.9 million for the first six months of fiscal 2009. See “Presentation of Non-GAAP Measures” above regarding non-GAAP free cash flow. The primary reason for the improvement in free cash flow of $3.1 million in the first six months of fiscal 2010 was the improvement in cash flow from operations of $4.5 million offset slightly by the increase in capital expenditures. The improvement in cash flow from operations was primarily due to improved operating results.

In addition to cash flow from operations, our other primary source of working capital is our Credit Facility which has a total commitment of $110.0 million, although the amount that can be borrowed is limited to the borrowing base as defined by the Credit Facility, which is comprised primarily of the liquidation value of our inventory. The maturity date of the Credit Facility is October 29, 2011. At July 31, 2010, our borrowing base under our Credit Facility was $67.1 million. Borrowings under the Credit Facility bear interest at variable rates based on Bank of America’s prime rate or the London Interbank Offering Rate (“LIBOR”) and vary depending on our levels of excess availability. Our Credit Facility is described in more detail in Note 2 to the Notes to the Consolidated Financial Statements.

At July 31, 2010, we had no outstanding borrowings under the Credit Facility. Outstanding standby letters of credit were $2.1 million and outstanding documentary letters of credit were $5.0 million. Average monthly borrowings outstanding under this facility during the first six months of fiscal 2010 were approximately $5.3 million, resulting in an average unused excess availability of approximately $59.7 million. Unused excess availability at July 31, 2010 was $64.9 million. Our obligations under the Credit Facility are secured by a lien on all of our assets.

At July 31, 2010, we have reduced our total debt, including our long-term debt, by $40.8 million, or 88.8%, to $5.1 million from $45.9 million at August 1, 2009.

Capital Expenditures

The following table sets forth the stores open and related square footage at July 31, 2010 and August 1, 2009, respectively:


	At July 31, 2010		At August 1, 2009
Store Concept	Number of Stores	Square Footage	Number of Stores	Square Footage
(square footage in thousands)
Casual Male XL	451	1,615	467	1,668
Destination XL	1	12	—	—
Rochester Clothing	19	155	20	161

Total Stores	471	1,782	487	1,829

Total cash outlays for capital expenditures for the first six months of fiscal 2010 and fiscal 2009 were $3.6 million and $2.2 million, respectively.

For fiscal 2010, our capital expenditures are expected to be approximately $10.0 million. The budget includes approximately $3.4 million related to the opening of our 4 new Destination XL concept stores and approximately $5.0 million for continued information technology projects, including the launch of our enhanced cross-channel e-commerce site, with the remainder for general overhead projects.

Below is a summary of store openings and closings since January 30, 2010:


	Casual Male XL	Destination XL	Rochester Big &Tall	Total stores
At January 30, 2010	460	—	19	479
New outlet stores	—	—	—	—
New retail stores	—	1	—	1
Closed stores	9	—	—	9

At July 31, 2010	451	1	19	471

CRITICAL ACCOUNTING POLICIES

There have been no material changes to the critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended January 30, 2010 filed with the SEC on March 19, 2010.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

In the normal course of business, our financial position and results of operations are routinely subject to a variety of risks, including market risk associated with interest rate movements on borrowings and foreign currency fluctuations. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of these and other potential exposures.

Interest Rates

We utilize cash from operations and from our Credit Facility to fund our working capital needs. Our Credit Facility is not used for trading or speculative purposes. In addition, we have available letters of credit as sources of financing for our working capital requirements. Borrowings under the Credit Facility, which expires October 29, 2011, bear interest at variable rates based on Bank of America’s prime rate or LIBOR. At July 31, 2010, the interest rate for any prime based borrowings was 3.25%. At July 31, 2010, the Company had no outstanding borrowings. Based upon a sensitivity analysis as of July 31, 2010, assuming average outstanding borrowing during the first six months of fiscal 2010 of $5.3 million, a 50 basis point increase in interest rates would have resulted in a potential increase in interest expense of approximately $26,000 on an annualized basis.

Foreign Currency

Our Sears Canada catalog operations conduct business in Canadian dollars and our Rochester Clothing store located in London, England conducts business in British pounds. Our international e-commerce sites conduct business in Euros and British pounds. If the value of the Canadian dollar, British pound or Euro against the U.S. dollar weakens, the revenues and earnings of these operations will be reduced when they are translated or remeasured to U.S. dollars. Also, the value of these assets to U.S. dollars may decline. As of July 31, 2010, sales from our Sears Canada operations, our London Rochester Clothing store and our international e-commerce sites were immaterial to consolidated sales. As such, we believe that movement in foreign currency exchange rates will not have a material adverse affect on our financial position or results of operations.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of July 31, 2010. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2010, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended July 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

We are subject to various legal proceedings and claims that arise in the ordinary course of business. We believe that the resolution of these matters will not have an adverse impact on our operations or financial position.

Item 1A.

Risk Factors.

There have been no material changes to the risk factors as previously disclosed in Part I, Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the year ended January 30, 2010 filed with the SEC on March 19, 2010.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Reserved.

Item 5.

Other Information.

None.

Item 6.

Exhibits.



10.1		Casual Male Retail Group, Inc. 2006 Incentive Compensation Plan, as amended.

10.2*		Fifth Amended and Restated Loan and Security Agreement dated December 28, 2006, by and among Bank of America, N.A., as Administrative Agent and Collateral Agent, the Lenders identified therein, the Company, as Borrowers’ Representatives, and the Company and CMRG Apparel LLC. (formerly Designs Apparel, Inc.), as Borrowers.

10.3		Equipment Security Note Number 17608-70001 to the Master Loan and Security Agreement dated July 20, 2007 between the Company and Banc of America Leasing & Capital , LLC.

10.4		Equipment Security Note Number 17608-70002 to the Master Loan and Security Agreement dated January 16, 2008 between the Company and Banc of America Leasing & Capital , LLC.

10.5		Casual Male Retail Group, Inc. Amended and Restated Long-Term Incentive Plan.

31.1		Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2		Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Portions of this Exhibit have been omitted pursuant to a request for confidential treatment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CASUAL MALE RETAIL GROUP, INC.

Date: August 20, 2010	By:	/s/ PETER H. STRATTON, JR.
		Peter H. Stratton, Jr. Senior Vice President of Finance, Corporate Controller and Chief Accounting Officer

Casual Male Retail Group, Inc. 2006 Incentive Compensation Plan, as amended

Exhibit 10.1

CASUAL MALE RETAIL GROUP, INC.

2006 INCENTIVE COMPENSATION PLAN

(as amended and restated effective as of August 5, 2010)

CASUAL MALE RETAIL GROUP, INC.

2006 INCENTIVE COMPENSATION PLAN

(as amended and restated effective as of August 5, 2010)


1.	*Purpose*	1

2.	Definitions	1

3.	Administration	6

4.	Shares Subject to Plan	7

5.	Eligibility; Per-Person Award Limitations	8

6.	Specific Terms of Awards	8

7.	Certain Provisions Applicable to Awards	14

8.	Code Section 162(m) Provisions	16

9.	Change in Control	18

10.	General Provisions	19

CASUAL MALE RETAIL GROUP, INC.

2006 INCENTIVE COMPENSATION PLAN

1. Purpose. The purpose of this CASUAL MALE RETAIL GROUP, INC. 2006 INCENTIVE COMPENSATION PLAN (the “Plan”) is to assist CASUAL MALE RETAIL GROUP, INC., a Delaware corporation (the “Company”) and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its Related Entities by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s shareholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder value. The Plan was originally adopted effective as of July 31, 2006, was amended effective as of August 27, 2009, and was further amended effective as of August 5, 2010.

2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof.

(a) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award, Share granted as a bonus or in lieu of another Award, Dividend Equivalent, Other Stock-Based Award or Performance Award, together with any other right or interest, granted to a Participant under the Plan.

(b) “Award Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted by the Committee hereunder.

(c) “Beneficiary” means the person, persons, trust or trusts that have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death or to which Awards or other rights are transferred if and to the extent permitted under Section 10(b) hereof. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

(d) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.

(e) “Board” means the Company’s Board of Directors.

(f) “Cause” shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, “Cause” shall have the equivalent meaning or the same meaning as “cause” or “for cause” set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or a Related

Entity, (ii) any violation or breach by the Participant of his or her employment, consulting or other similar agreement with the Company or a Related Entity, if any, (iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or a Related Entity, (iv) any act by the Participant of dishonesty or bad faith with respect to the Company or a Related Entity, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects the Participant’s work performance, or (vi) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company or any Related Entity. The good faith determination by the Committee of whether the Participant’s Continuous Service was terminated by the Company for “Cause” shall be final and binding for all purposes hereunder.

(g) “Change in Control” means a Change in Control as defined in Section 9(b) of the Plan.

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.

(i) “Committee” means a committee designated by the Board to administer the Plan; provided, however, that if the Board fails to designate a committee or if there are no longer any members on the committee so designated by the Board, then the Board shall serve as the Committee. The Committee shall consist of at least two directors, and each member of the Committee shall be (i) a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, unless administration of the Plan by “non-employee directors” is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Plan, (ii) an “outside director” within the meaning of Section 162(m) of the Code, and (iii) “Independent”.

(j) “Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as a director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity.

(k) “Continuous Service” means the uninterrupted provision of services to the Company or any Related Entity in any capacity of Employee, Director, Consultant or other service provider. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entities, or any successor entities, in any capacity of Employee, Director, Consultant or other service provider, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director, Consultant or other service provider (except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave.

(l) “Covered Employee” means an Eligible Person who is a “covered employee” within the meaning of Section 162(m)(3) of the Code, or any successor provision thereto.

(m) “Deferred Stock” means a right to receive Shares, including Restricted Stock, cash measured based upon the value of Shares or a combination thereof, at the end of a specified deferral period.

(n) “Deferred Stock Award” means an Award of Deferred Stock granted to a Participant under Section 6(e) hereof.

(o) “Director” means a member of the Board or the board of directors of any Related Entity.

(p) “Disability” means a permanent and total disability (within the meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Committee.

(q) “Dividend Equivalent” means a right, granted to a Participant under Section 6(g) hereof, to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.

(r) “Effective Date” means the effective date of the Plan, which shall be the Shareholder Approval Date.

(s) “Eligible Person” means each officer, Director, Employee, Consultant and other person who provides services to the Company or any Related Entity. The foregoing notwithstanding, only employees of the Company, or any parent corporation or subsidiary corporation of the Company (as those terms are defined in Sections 424(e) and (f) of the Code, respectively), shall be Eligible Persons for purposes of receiving any Incentive Stock Options. An Employee on leave of absence may be considered as still in the employ of the Company or a Related Entity for purposes of eligibility for participation in the Plan.

(t) “Employee” means any person, including an officer or Director, who is an employee of the Company or any Related Entity. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company.

(u) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

(v) “Fair Market Value” means the fair market value of Shares, Awards or other property as determined by the Committee, or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of a Share as of any given date shall be the closing sale price per Share reported on a consolidated basis for stock listed on the principal stock exchange or market on which Shares are traded on the date immediately preceding the date as of which such value is being determined or, if there is no sale on that date, then on the last previous day on which a sale was reported.

(w) “Good Reason” shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, “Good Reason” shall have the equivalent meaning or the same meaning as “good reason” or “for good reason” set forth in any employment, consulting or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any

such agreement or any such definition in such agreement, such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant’s duties or responsibilities as assigned by the Company or a Related Entity, or any other action by the Company or a Related Entity which results in a material diminution in such duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant; (ii) any material failure by the Company or a Related Entity to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant; or (iii) the Company’s or Related Entity’s requiring the Participant to be based at any office or location outside of fifty miles from the location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Participant’s responsibilities.

(x) “Incentive Stock Option” means any Option intended to be designated as an incentive stock option within the meaning of Section 422 of the Code or any successor provision thereto.

(y) “Independent”, when referring to either the Board or members of the Committee, shall have the same meaning as used in the rules of the Nasdaq Stock Market or any national securities exchange on which any securities of the Company are listed for trading, and if not listed for trading, by the rules of the Nasdaq Stock Market.

(z) “Incumbent Board” means the Incumbent Board as defined in Section 9(b)(ii) of the Plan.

(aa) “Option” means a right granted to a Participant under Section 6(b) hereof, to purchase Shares or other Awards at a specified price during specified time periods.

(bb) “Optionee” means a person to whom an Option is granted under this Plan or any person who succeeds to the rights of such person under this Plan.

(cc) “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(i) hereof.

(dd) “Participant” means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible Person.

(ee) “Performance Award” shall mean any Award of Performance Shares or Performance Units granted pursuant to Section 6(h).

(ff) “Performance Period” means that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured.

(gg) “Performance Share” means any grant pursuant to Section 6(h) of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

(hh) “Performance Unit” means any grant pursuant to Section 6(h) of a unit valued by reference to a designated amount of property (including cash) other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

(ii) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall include a “group” as defined in Section 13(d) thereof.

(jj) “Prior Plan” means the Company’s 1992 Stock Incentive Plan, as amended.

(kk) “Related Entity” means any Subsidiary, and any business, corporation, partnership, limited liability company or other entity designated by Board in which the Company or a Subsidiary holds a substantial ownership interest, directly or indirectly.

(ll) “Restricted Stock” means any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such risks of forfeiture and other restrictions as the Committee, in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

(mm) “Restricted Stock Award” means an Award granted to a Participant under Section 6(d) hereof.

(nn) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

(oo) “Shareholder Approval Date” means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

(pp) “Shares” means the shares of common stock of the Company, par value $.01 per share, and such other securities as may be substituted (or resubstituted) for Shares pursuant to Section 10(c) hereof.

(qq) “Stock Appreciation Right” means a right granted to a Participant under Section 6(c) hereof.

(rr) “Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% or more of the assets on liquidation or dissolution.

(ss) “Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, Awards previously granted, or the right or obligation to make future Awards, by a company acquired by the Company or any Related Entity or with which the Company or any Related Entity combines.

3. Administration.

(a) Authority of the Committee. The Plan shall be administered by the Committee, except to the extent the Board elects to administer the Plan, in which case the Plan shall be administered by only those directors who are Independent Directors, in which case references herein to the “Committee” shall be deemed to include references to the Independent members of the Board. The Committee shall have full and final authority, subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award Agreements and correct defects, supply omissions or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. In exercising any discretion granted to the Committee under the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of other Eligible Persons or Participants.

(b) Manner of Exercise of Committee Authority. The Committee, and not the Board, shall exercise sole and exclusive discretion on any matter relating to a Participant then subject to Section 16 of the Exchange Act with respect to the Company to the extent necessary in order that transactions by such Participant shall be exempt under Rule 16b-3 under the Exchange Act. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Related Entities, Participants, Beneficiaries, transferees under Section 10(b) hereof or other persons claiming rights from or through a Participant, and shareholders. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any Related Entity, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions as the Committee may determine to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company and will not cause Awards intended to qualify as “performance-based compensation” under Code Section 162(m) to fail to so qualify. The Committee may appoint agents to assist it in administering the Plan.

(c) Limitation of Liability. The Committee and the Board, and each member thereof, shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or Employee, the Company’s independent auditors, Consultants or any other agents assisting in the administration of the Plan. Members of the Committee and the Board, and any officer or Employee acting at the direction or on behalf of the Committee or the Board, shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

4. Shares Subject to Plan.

(a) Limitation on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section 10(c) hereof, the total number of Shares reserved and available for delivery under the Plan shall be 5,750,000; provided, however, that the maximum number of Shares issued or available for issuance under the Plan with respect to Awards other than Options and Stock Appreciation Rights shall not exceed 3,750,000. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.

(b) Application of Limitation to Grants of Award. No Award may be granted if the number of Shares to be delivered in connection with such an Award or, in the case of an Award relating to Shares but settled only in cash (such as cash-only Stock Appreciation Rights), the number of Shares to which such Award relates, exceeds the number of Shares remaining available for delivery under the Plan, minus the number of Shares deliverable in settlement of or relating to then outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of Shares actually delivered differs from the number of Shares previously counted in connection with an Award.

(i) If any Shares subject to an Award are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for Awards under the Plan, subject to Section 4(c)(v) below.

(ii) Awards that are settled or exercised through the payment of Shares shall be counted in full against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued upon settlement or exercise of any such Award.

(iii) Substitute Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Participant in any period. Additionally, in the event that a company acquired by the Company or any Related Entity or with which the Company or any Related Entity combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for delivery pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for delivery under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

(iv) Any Share that again becomes available for delivery pursuant to this Section 4(c) shall be added back as one (1) Share.

(v) Notwithstanding anything in this Section 4(c) to the contrary and solely for purposes of determining whether Shares are available for the delivery of Incentive Stock Options, the maximum aggregate number of shares that may be granted under this Plan shall be determined without regard to any Shares restored pursuant to this Section 4(c) that, if taken into account, would cause the Plan to fail the requirement under Code Section 422 that the Plan designate a maximum aggregate number of shares that may be issued.

(d) No Further Awards Under Prior Plan. In light of the adoption of this Plan, no further awards shall be made under the Prior Plan after the Effective Date.

5. Eligibility; Per-Person Award Limitations. Awards may be granted under the Plan only to Eligible Persons. Subject to adjustment as provided in Section 10(c), in any fiscal year of the Company during any part of which the Plan is in effect, no Participant may be granted Awards that are not Performance Units with respect to more than 1,000,000 Shares. In addition, the maximum dollar value payable to any one Participant with respect to Performance Units is (x) $3,000,000 with respect to any 12 month Performance Period (pro-rated for any Performance Period that is less than 12 months based upon the ratio of the number of days in the Performance Period as compared to 365), and (y) with respect to any Performance Period that is more than 12 months, $3,000,000 multiplied by the number of full 12 month periods that are in the Performance Period.

6. Specific Terms of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of the Participant’s Continuous Service and terms permitting a Participant to make elections relating to his or her Award. The

Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under the Plan. Except in cases in which the Committee is authorized to require other forms of consideration under the Plan, or to the extent other forms of consideration must be paid to satisfy the requirements of Delaware law, no consideration other than services may be required for the grant (but not the exercise) of any Award.

(b) Options. The Committee is authorized to grant Options to any Eligible Person on the following terms and conditions:

(i) Exercise Price. Other than in connection with Substitute Awards, the exercise price per Share purchasable under an Option shall be determined by the Committee, provided that such exercise price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of the Option and shall not, in any event, be less than the par value of a Share on the date of grant of the Option. If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option is granted to such employee, the exercise price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110% of the Fair Market Value a Share on the date such Incentive Stock Option is granted. Other than pursuant to Section 10(c), (A) the terms of outstanding Options may not be amended to reduce the exercise price per Share of such Options, (B) an outstanding Option may not be cancelled, exchanged, substituted, bought out or surrendered in exchange for (i) cash or other Awards, in each case, having a Fair Market Value in excess of the amount by which the Fair Market Value of the Shares underlying such Option exceeds the aggregate exercise price of such Option or (ii) Options with an exercise price per Share that is less than the exercise price per Share of the original Option and (C) the Committee shall not be permitted to take any other action with respect to an Option that may be treated as a repricing, in each case, without approval of the Company’s shareholders.

(ii) Time and Method of Exercise. Subject to the maximum term of any Option set forth in Section 7(b), the Committee shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which Options shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the methods by which the exercise price may be paid or deemed to be paid (including in the discretion of the Committee a cashless exercise procedure), the form of such payment, including, without limitation, cash, Shares, other Awards or Awards granted under other plans of the Company or a Related Entity, or other property (including notes or other contractual obligations of Participants to make payment on a deferred basis provided that such deferred payments are not in violation of the Sarbanes-Oxley Act of 2002, or any rule or regulation adopted thereunder or any other applicable law), and the methods by or forms in which Shares will be delivered or deemed to be delivered to Participants.

(iii) Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options (including any Stock Appreciation Right issued in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock Option under Section 422 of the Code, unless the Participant has first requested, or consents to, the change that will result in such disqualification. Thus, if and to the extent required to comply with Section 422 of the Code, Options granted as Incentive Stock Options shall be subject to the following special terms and conditions:

(A) the Option shall not be exercisable more than ten years after the date such Incentive Stock Option is granted; provided, however, that if a Participant owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option is granted to such Participant, the term of the Incentive Stock Option shall be (to the extent required by the Code at the time of the grant) for no more than five years from the date of grant; and

(B) The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) during any calendar year exercisable for the first time by the Participant during any calendar year shall not (to the extent required by the Code at the time of the grant) exceed $100,000.

(c) Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights to any Eligible Person in conjunction with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option (a “Tandem Stock Appreciation Right”), or without regard to any Option (a “Freestanding Stock Appreciation Right”), in each case upon such terms and conditions as the Committee may establish in its sole discretion, not inconsistent with the provisions of the Plan, including the following:

(i) Right to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the Stock Appreciation Right as determined by the Committee. The grant price of a Stock Appreciation Right shall not be less than the Fair Market Value of a Share on the date of grant, in the case of a Freestanding Stock Appreciation Right, or less than the associated Option exercise price, in the case of a Tandem Stock Appreciation Right. Other than pursuant to Section 10(c), (A) the terms of outstanding Stock Appreciation Rights may not be amended to reduce the exercise price per Share of such Stock Appreciation Rights, (B) an outstanding Stock Appreciation Right may not be cancelled, exchanged, substituted, bought out or surrendered in exchange for (i) cash or other Awards, in each case, having a Fair Market Value in excess of the amount by which the Fair Market Value of the Shares underlying such Stock Appreciation Right exceeds the aggregate exercise price of such Stock Appreciation Right or (ii) Stock Appreciation Rights with an exercise price per Share that is less than the exercise price per Share of the original Stock Appreciation Right and (C) the Committee shall not be permitted to take any other action with respect to a Stock Appreciation Right that may be treated as a repricing, in each case, without approval of the Company’s shareholders.

(ii) Other Terms. Subject to the maximum term of any Stock Appreciation Right set forth in Section 7(b), the Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which a Stock Appreciation Right may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which Stock Appreciation Rights shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Participants, whether or not a Stock Appreciation Right shall be in tandem or in combination with any other Award, and any other terms and conditions of any Stock Appreciation Right.

(iii) Tandem Stock Appreciation Rights. Any Tandem Stock Appreciation Right may be granted at the same time as the related Option is granted or, for Options that are not Incentive Stock Options, at any time thereafter before exercise or expiration of such Option. Any Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be exercisable and the Fair Market Value of the Shares subject to the related Option exceeds the exercise price at which Shares can be acquired pursuant to the Option. In addition, if a Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered by a related Option, then an exercise or termination of such Option shall not reduce the number of Shares to which the Tandem Stock Appreciation Right applies until the number of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation Right applies. Any Option related to a Tandem Stock Appreciation Right shall no longer be exercisable to the extent the Tandem Stock Appreciation Right has been exercised, and any Tandem Stock Appreciation Right shall no longer be exercisable to the extent the related Option has been exercised.

(d) Restricted Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Person on the following terms and conditions:

(i) Grant and Restrictions. Restricted Stock Awards shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, or as otherwise provided in this Plan, covering a period of time specified by the Committee (the “Restriction Period”). The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock shall have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the Restriction Period, subject to Section 10(b) below, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable Restriction Period, the Participant’s Restricted Stock that is at that time subject to a risk of forfeiture that has not lapsed or otherwise been satisfied shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to Restricted Stock Awards shall be waived in whole or in part in the event of terminations resulting from specified causes.

(iii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

(iv) Dividends and Splits. As a condition to the grant of a Restricted Stock Award, the Committee may require or permit a Participant to elect that any cash dividends paid on a Share of Restricted Stock be automatically reinvested in additional Shares of Restricted Stock or applied to the purchase of additional Awards under the Plan. Unless otherwise determined by the Committee, Shares distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Shares or other property have been distributed.

(e) Deferred Stock Award. The Committee is authorized to grant Deferred Stock Awards to any Eligible Person on the following terms and conditions:

(i) Award and Restrictions. Satisfaction of a Deferred Stock Award shall occur upon expiration of the deferral period specified for such Deferred Stock Award by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, a Deferred Stock Award shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. A Deferred Stock Award may be satisfied by delivery of Shares, cash equal to the Fair Market Value of the specified number of Shares covered by the Deferred Stock, or a combination thereof, as determined by the Committee at the date of grant or thereafter. Prior to satisfaction of a Deferred Stock Award, a Deferred Stock Award carries no voting or dividend or other rights associated with Share ownership.

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement

evidencing the Deferred Stock Award), the Participant’s Deferred Stock Award that is at that time subject to a risk of forfeiture that has not lapsed or otherwise been satisfied shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to a Deferred Stock Award shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of any Deferred Stock Award.

(iii) Dividend Equivalents. Unless otherwise determined by the Committee at date of grant, any Dividend Equivalents that are granted with respect to any Deferred Stock Award shall be either (A) paid with respect to such Deferred Stock Award at the dividend payment date in cash or in Shares of unrestricted stock having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such Deferred Stock Award and the amount or value thereof automatically deemed reinvested in additional Deferred Stock, other Awards or other investment vehicles, as the Committee shall determine or permit the Participant to elect.

(f) Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Shares to any Eligible Persons as a bonus, or to grant Shares or other Awards in lieu of obligations to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, provided that, in the case of Eligible Persons subject to Section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of Shares or other Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee.

(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to any Eligible Person entitling the Eligible Person to receive cash, Shares, other Awards, or other property equal in value to the dividends paid with respect to a specified number of Shares, or other periodic payments. Dividend Equivalents may be Awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares, Awards, or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. Notwithstanding the foregoing, in no event shall Dividend Equivalents be paid in connection with the grant of a Performance Award until such time as the Committee has certified that the performance goals with respect to such Performance Award have been achieved for the relevant Performance Period.

(h) Performance Awards. The Committee is authorized to grant Performance Awards to any Eligible Person payable in cash, Shares, or other Awards, on terms and conditions established by the Committee, subject to the provisions of Section 8 if and to the extent that the Committee shall, in its sole discretion, determine that an Award shall be subject to those provisions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. Except as provided in Section 9 or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant

Performance Period. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in Section 8(b), or in the case of an Award that the Committee determines shall not be subject to Section 8 hereof, any other criteria that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis.

(i) Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to any Eligible Person such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan. Other Stock-Based Awards may be granted to Participants either alone or in addition to other Awards granted under the Plan, and such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(i) shall be purchased for such consideration, (including without limitation loans from the Company or a Related Entity provided that such loans are not in violation of the Sarbanes Oxley Act of 2002, or any rule or regulation adopted thereunder or any other applicable law) paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards or other property, as the Committee shall determine.

7. Certain Provisions Applicable to Awards.

(a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Related Entity, or any business entity to be acquired by the Company or a Related Entity, or any other right of a Participant to receive payment from the Company or any Related Entity. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award or award, the Committee shall require the surrender of such other Award or award in consideration for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Related Entity, in which the value of Stock subject to the Award is equivalent in value to the cash compensation (for example, Deferred Stock or Restricted Stock), or in which the exercise price, grant price or purchase price of the Award in the nature of a right that may be exercised is equal to the Fair Market Value of the underlying Stock minus the value of the cash compensation surrendered (for example, Options or Stock Appreciation Right granted with an exercise price or grant price “discounted” by the amount of the cash compensation surrendered).

(b) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall the term of any Option or Stock Appreciation Right exceed a period of ten years (or in the case of an Incentive Stock Option such shorter term as may be required under Section 422 of the Code).

(c) Form and Timing of Payment Under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Related Entity upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Shares, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. Any installment or deferral provided for in the preceding sentence shall, however, be subject to the Company’s compliance with the provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations adopted by the Securities and Exchange Commission thereunder, and all applicable rules of the Nasdaq Stock Market or any national securities exchange on which the Company’s securities are listed for trading and, if not listed for trading on either the Nasdaq Stock Market or a national securities exchange, then the rules of the Nasdaq Stock Market. The settlement of any Award may be accelerated, and cash paid in lieu of Shares in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in Control). Installment or deferred payments may be required by the Committee (subject to Section 10(e) of the Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original Award Agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. Payments may include, without limitation, provisions for the payment or crediting of a reasonable interest rate on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Shares.

(d) Exemptions from Section 16(b) Liability. It is the intent of the Company that the grant of any Awards to or other transaction by a Participant who is subject to Section 16 of the Exchange Act shall be exempt from Section 16 pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b).

(e) Code Section 409A.

The following provisions shall apply to any Award that is or may potentially be subject to the requirements of Section 409A of the Code.

(i) The Award Agreement for any Award that the Committee reasonably determines to be a “non-qualified deferred compensation plan” under Section 409A of the Code (a “Section 409A Plan”), and the provisions of the Plan applicable to that Award, shall be construed in a manner consistent with, the applicable requirements of Section 409A of the Code, and the Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code.

(ii) If any Award constitutes a Section 409A Plan, then the Award shall be subject to the following additional requirements, if and to the extent required to comply with Section 409A of the Code:

(A) Payments under the Section 409A Plan may not be made earlier than the first to occur of (u) the Participant’s “separation from service”, (v) the date the Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant to a fixed schedule)” specified in the Award Agreement at the date of the deferral of such compensation, (y) a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets” of the Company, or (z) the occurrence of an “unforeseeable emergency”;

(B) The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;

(C) Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of Section 409A(a)(4) of the Code; and

(D) In the case of any Participant who is “specified employee”, a distribution on account of a “separation from service” may not be made before the date which is six months after the date of the Participant’s “separation from service” (or, if earlier, the date of the Participant’s death).

For purposes of the foregoing, the terms in quotations shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Award.

(iii) Notwithstanding the foregoing, the Company does not make any representation to any Participant or Beneficiary that any Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any Beneficiary for any tax, additional tax, interest or penalties that the Participant or any Beneficiary may incur in the event that any provision of this Plan, or any Award Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

8. Code Section 162(m) Provisions.

(a) Covered Employees. The Committee, in its discretion, may determine at the time an Award is granted to an Eligible Person who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, that the provisions of this Section 8 shall be applicable to such Award.

(b) Performance Criteria. If an Award is subject to this Section 8, then the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be contingent upon achievement of one or more objective performance goals. Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code and regulations thereunder including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” One or more of the following business criteria for the Company, on a consolidated basis, and/or for Related Entities, or for business or geographical units of the Company and/or a Related Entity (except with respect to the total shareholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for such Awards: (1) earnings per share; (2) revenues or margins; (3) cash flow; (4) operating margin; (5) return on net assets, investment, capital, or equity; (6) economic value added; (7) direct contribution; (8) net income; pretax earnings; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings after interest expense and before extraordinary or special items; operating income; income before interest income or expense, unusual items and income taxes, local, state or federal and excluding budgeted and actual bonuses which might be paid under any ongoing bonus plans of the Company; (9) working capital; (10) management of fixed costs or variable costs; (11) identification or consummation of investment opportunities or completion of specified projects in accordance with corporate business plans, including strategic mergers, acquisitions or divestitures; (12) total shareholder return; and (13) debt reduction. Any of the above goals may be determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of companies that are comparable to the Company. Except as otherwise specified by the Committee at the time the goals are set, the Committee shall exclude the impact of: (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, (iii) a change in accounting standards required by generally accepted accounting principles, or (iv) any other item or event specified by the Committee at the time the goals are set.

(c) Performance Period; Timing For Establishing Performance Goals. Achievement of performance goals in respect of such Performance Awards shall be measured over a Performance Period no shorter than 12 months and no longer than 5 years, as specified by the Committee. Performance goals shall be established not later than 90 days after the beginning of any Performance Period applicable to such Performance Awards, or at such other date as may be required or permitted for “performance-based compensation” under Code Section 162(m).

(d) Adjustments. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with Awards subject to this Section 8, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of an Award subject to this Section 8. The Committee shall specify the circumstances in which such Awards shall be paid or forfeited in the event of termination of Continuous Service by the Participant prior to the end of a Performance Period or settlement of Awards.

(e) Committee Certification. No Participant shall receive any payment under the Plan that is subject to this Section 8 unless the Committee has certified, by resolution or other appropriate action in writing, that the performance criteria and any other material terms previously established by the Committee or set forth in the Plan, have been satisfied to the extent necessary to qualify as “performance based compensation” under Code Section 162(m).

9. Change in Control.

(a) Effect of “Change in Control.” If and only to the extent provided in the Award Agreement, or to the extent otherwise determined by the Committee, upon the occurrence of a “Change in Control,” as defined in Section 9(b):

(i) Any Option or Stock Appreciation Right that was not previously vested and exercisable as of the time of the Change in Control, shall become immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a) hereof.

(ii) Any restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Deferred Stock Award or an Other Stock-Based Award subject only to future service requirements granted under the Plan shall lapse and such Awards shall be deemed fully vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a) hereof.

(iii) With respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, the Committee may, in its discretion, deem such performance goals and conditions as having been met as of the date of the Change in Control.

(b) Definition of “Change in Control”. Unless otherwise specified in an Award Agreement, a “Change in Control” shall mean the occurrence of any of the following:

(i) The acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities) (the foregoing Beneficial Ownership hereinafter being referred to as a “Controlling Interest”); provided, however, that for purposes of this Section 9(b), the following acquisitions shall not constitute or result in a Change of Control: (v) any acquisition directly from the Company; (w) any acquisition by the Company; (x) any acquisition by any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; or (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or

(ii) During any period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for

this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination or any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

10. General Provisions.

(a) Compliance With Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of Shares or payment of other benefits under any Award until completion of such registration or qualification of such Shares or other required action under any federal or state law, rule or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Shares or other Company securities are listed or quoted, or compliance with any other obligation of the Company, as the Committee, may consider appropriate, and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery of Shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations.

(b) Limits on Transferability; Beneficiaries. No Award or other right or interest granted under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights (other than Incentive Stock Options and Stock Appreciation Rights in tandem therewith) may be transferred to one or more Beneficiaries or other transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee pursuant to the express terms of an Award Agreement (subject to any terms and conditions which the Committee may impose thereon). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

(i) Adjustments to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares and/or such other securities of the Company or any other issuer such that a substitution, exchange, or adjustment is determined by the Committee to be appropriate, then the Committee shall, in such manner as it may deem equitable, substitute, exchange or adjust any or all of (A) the number and kind of Shares which may be delivered in connection with Awards granted thereafter, (B) the number and kind of Shares by which annual per-person Award limitations are measured under Section 5 hereof, (C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price, grant price or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any outstanding Award, and (E) any other aspect of any Award that the Committee determines to be appropriate. Notwithstanding the foregoing, in the case of any “equity restructuring” (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation, formerly known as Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) or any other applicable accounting standard), the Committee shall make such adjustments to Awards on account of such equity restructuring as shall be necessary in order that the “fair value” of the adjusted Award immediately following the equity restructuring shall be equal to the “fair value” of the original Award immediately prior to the equity restructuring, based on the Share price and other pertinent factors on the effective date of the equity restructuring. For purposes of the preceding sentence, “fair value” shall be determined in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - - Stock Compensation or any other applicable accounting standard.

(ii) Adjustments in Case of Certain Corporate Transactions.

(A) In the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, any outstanding Awards may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (1) the continuation of the outstanding Awards by the Company, if the Company is a surviving corporation, (2) the assumption or substitution for, the outstanding Awards by the surviving corporation or its parent or subsidiary, (3) full exercisability or vesting and accelerated expiration of the outstanding Awards, or (4) settlement of the value of the outstanding Awards in cash or cash equivalents or other property followed by cancellation of such Awards (which value, in the case of Options or Stock Appreciation Rights, shall be measured by the amount, if any, by which the Fair Market Value of a Share exceeds the exercise or grant price of the Option or Stock Appreciation Right as of the effective date of the transaction). The Committee shall give written notice of any proposed transaction referred to in this Section 10(c)(ii) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after the approval of such transaction), in order that Participants may have a reasonable period of time prior to the closing date of such transaction within which to exercise any Awards that are then exercisable (including any Awards that may become exercisable upon the closing date of such transaction). A Participant may condition his exercise of any Awards upon the consummation of the transaction.

(B) For purposes of this Section 10(c)(ii), an Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award shall be considered assumed or substituted for if following the Change in Control the Award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award immediately prior to the Change in Control, on substantially the same vesting and other terms and conditions as were applicable to the Award immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award, for each Share subject thereto, will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

(iii) Other Adjustments. The Committee (and the Board if and only to the extent such authority is not required to be exercised by the Committee to comply with Section 162(m) of the Code) is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including Performance Awards, or performance goals relating thereto) in recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions of businesses and assets) affecting the Company, any Related Entity or any business unit, or the financial statements of the Company or any Related Entity, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business strategy of the Company, any Related Entity or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant, provided that no such adjustment shall be authorized or made if and to the extent that such authority or the making of such adjustment would cause Options, Stock Appreciation Rights, Performance Awards granted pursuant to Section 8(b) hereof to Participants designated by the Committee as Covered Employees and intended to qualify as “performance-based compensation” under Code Section 162(m) and the regulations thereunder to otherwise fail to qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder.

(d) Taxes. The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company or any Related Entity and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments equal in value to the Shares withheld or received from the Participant in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the discretion of the Committee.

(e) Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee’s authority to grant Awards under the Plan, without the consent of shareholders or Participants, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s shareholders not later than the annual meeting next following such Board action if such shareholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to shareholders for approval; provided that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under such Award.

(f) Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder or under any Award shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a Related Entity; (ii) interfering in any way with the right of the Company or a Related Entity to terminate any Eligible Person’s or Participant’s Continuous Service at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and Employees, or (iv) conferring on a Participant any of the rights of a shareholder of the Company including, without limitation, any right to receive dividends or distributions, any right to vote or act by written consent, any right to attend meetings of shareholders or any right to receive any information concerning the Company’s business, financial condition, results of operation or prospects, unless and until such time as the Participant is duly issued Shares on the stock books of the Company in accordance with the terms of an Award. None of the Company, its officers or its directors shall have any fiduciary obligation to the Participant with respect to any Shares awarded pursuant to this Plan unless and until the Participant is duly issued Shares on the stock books of the Company in accordance with the terms of an Award. Neither the Company nor any of the Company’s officers, directors, representatives or agents are granting any rights under the Plan to the Participant whatsoever, oral or written, express or implied, other than those rights expressly set forth in this Plan or the Award Agreement.

(g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Shares pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Shares, other Awards or other property, or make other arrangements to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. The trustee of such trusts may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable law.

(h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable including incentive arrangements and awards which do not qualify under Section 162(m) of the Code.

(i) Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a forfeiture of an Award with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the amount of such cash or other consideration. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(j) Governing Law. The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws, and applicable federal law.

(k) Non-U.S. Laws. The Committee shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan.

(l) Plan Effective Date and Shareholder Approval; Termination of Plan. The Plan shall become effective on the Effective Date, which is the date the Plan was approved by shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed or quoted, and other laws, regulations, and obligations of the Company applicable to the Plan. Awards may be granted subject to shareholder approval, but may not be exercised or otherwise settled in the event the shareholder approval is not obtained. The Plan shall terminate at the earliest of (a) such time as no Shares remain available for issuance under the Plan, (b) termination of this Plan by the Board, or (c) the tenth anniversary of the Effective Date. Awards outstanding upon expiration of the Plan shall remain in effect until they have been exercised or terminated, or have expired.

Fifth Amended and Restated Loan and Security Agreement dated December 28, 2006

Confidential Treatment Requested as to certain information contained in this Exhibit and filed separately with the Securities and Exchange Commission.

Exhibit 10.2

FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

BANK OF AMERICA, N.A.

AS ADMINISTRATIVE AGENT AND

COLLATERAL AGENT

LENDERS

NAMED HEREIN

WELLS FARGO FOOTHILL, LLC.

AS SYNDICATION AGENT

NATIONAL CITY BUSINESS CREDIT, INC.

AS DOCUMENTATION AGENT

CASUAL MALE RETAIL GROUP, INC.

THE BORROWERS’ REPRESENTATIVE

FOR:

CASUAL MALE RETAIL GROUP, INC.

DESIGNS APPAREL, INC.

December 28, 2006


ARTICLE 1 - DEFINITIONS:		2

ARTICLE 2 - COMMITMENTS AND CREDIT EXTENSIONS:		33

2.1. Establishment of Credit facilities		33
2.2. Advances in Excess of Borrowing Base (OverLoans)		34
2.3. Initial Reserves. Changes to Reserves		34
2.4. Risks of Value of Collateral		34
2.5. Commitment to Make Revolving Credit Loans and Support Letters of Credit		34
2.6. Commitment to Make Last Out Revolving Loans		35
2.7. Loan Requests		35
2.8. Making of Loans		35
2.9. SwingLine Loans		37
2.10. The Loan Account		38
2.11. The Revolving Credit Notes		39
2.12. The Last Out Revolving Notes		39
2.13. Payment of The Loan Account		39
2.14. Interest on Loans		41
2.15. Arrangement Fee		42
2.16. Fee		42
2.17. Administrative Agent’s Fee		42
2.18. Unused Line Fee		42
2.19. Agents’ and Lenders’ Discretion		43
2.20. Procedures For Issuance of L/C’s		44
2.21. Fees For L/C’s		45
2.22. Concerning L/Cs		47
2.23. Changed Circumstances		48
2.24. Designation of Borrowers’ Representative as Borrowers’ Agent		49
2.25. Lenders’ Commitments		49
2.26. References to Original Agreement		50

ARTICLE 3 - CONDITIONS PRECEDENT:		51

3.1. Due Diligence		51
3.2. Opinion		51
3.3. Additional Documents		51
3.4. Officers’ Certificates		51
3.5. Representations and Warranties		51
3.6. All Fees and Expenses Paid		51
3.7. Collateral, Etc		52
3.8. No Default		52
3.9. Financial Statements; Legal Due Diligence; No Adverse Change		52
3.10. No Litigation		52
3.11. Benefit of Conditions Precedent		52

ARTICLE 4 - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES:		53

4.1. Payment and Performance of Liabilities		53

(ii)


4.2. Due Organization. Authorization. No Conflicts		53
4.3. Trade Names		54
4.4. Infrastructure		54
4.5. Locations		55
4.6. Stores		56
4.7. Title to Assets		56
4.8. Indebtedness		57
4.9. Insurance		57
4.10. Licenses		58
4.11. Leases		58
4.12. Requirements of Law		58
4.13. Labor Relations		59
4.14. Maintain Properties		60
4.15. Taxes		61
4.16. No Margin Stock		61
4.17. ERISA		61
4.18. Hazardous Materials		62
4.19. Litigation		62
4.20. Dividends. Investments. Entity Action		63
4.21. Permitted Acquisitions		63
4.22. Loans		64
4.23. Restrictions on Sale of Collateral; License Agreements		64
4.24. Protection of Assets		65
4.25. Line of Business		65
4.26. Affiliate Transactions		66
4.27. Further Assurances		66
4.28. Adequacy of Disclosure		67
4.29. No Restrictions on Liabilities		67
4.30. Other Covenants		67
4.31. Inventory Purchasing		67

ARTICLE 5 - FINANCIAL REPORTING AND PERFORMANCE COVENANTS:		67

5.1. Maintain Records		67
5.2. Access to Records		68
5.3. Prompt Notice to Administrative Agent		69
5.4. Borrowing Base Certificate		70
5.5. Monthly Reports		70
5.6. Quarterly Reports		71
5.7. Annual Reports		71
5.8. Officers’ Certificates		72
5.9. Inventories, Appraisals, and Audits		73
5.10. Additional Financial Information		73

ARTICLE 6 - Use of Collateral:		74

6.1. Use of Inventory Collateral		74
6.2. Inventory Quality		74
6.3. Adjustments and Allowances		75

(iii)



ARTICLE 7 - Cash Management. Payment of Liabilities:		75

7.1. Depository Accounts		75
7.2. Credit Card Receipts		76
7.3. The Concentration, Blocked, and Operating Accounts		76
7.4. Proceeds and Collections		76
7.5. Payment of Liabilities		77
7.6. The Operating Account		78

ARTICLE 8 - GRANT OF SECURITY INTEREST:		78

8.1. Grant of Security Interest		78
8.2. Extent and Duration of Security Interest; Notice		80

ARTICLE 9 - Collateral Agent As Attorney-In-Fact:		80

9.1. Appointment as Attorney-In-Fact		80
9.2. No Obligation to Act		81

ARTICLE 10 - Events of Default:		81

10.1. Failure to Pay the Credit Facilities		82
10.2. Failure To Make Other Payments		82
10.3. Failure to Perform Covenant or Liability (No Grace Period)		82
10.4. Financial Reporting Requirements		82
10.5. Failure to Perform Covenant or Liability (Grace Period)		82
10.6. Misrepresentation		83
10.7. Acceleration of Other Debt; Breach of Lease		83
10.8. Default Under Other Agreements		83
10.9. Uninsured Casualty Loss		83
10.10. Attachment; Judgment; Restraint of Business		83
10.11. Indictment - Forfeiture		83
10.12. Challenge to Loan Documents		84
10.13. Change in Control		84
10.14. Business Failure		84
10.15. Bankruptcy		84
10.16. Termination of Business		85
10.17. Payment of Other Indebtedness		85
10.18. Default by Guarantor; Termination of Guaranty		85
10.19. Material Adverse Change		85

ARTICLE 11 - RIGHTS AND REMEDIES UPON DEFAULT:		85

11.1. Acceleration		85
11.2. Rights of Enforcement		85
11.3. Sale of Collateral		86
11.4. Occupation of Business Location		87
11.5. Grant of Nonexclusive License		87
11.6. Assembly of Collateral		87
11.7. Rights and Remedies		87

(iv)



ARTICLE 12 - Loan Fundings and Distributions:		88

12.1. Funding Procedures		88
12.2. SwingLine Loans		88
12.3. Administrative Agent’s Covering of Fundings:		89
12.4. Ordinary Course Distributions: Credit Facilities		91

ARTICLE 13 - Acceleration and Liquidation:		92

13.1. Acceleration Notices		92
13.2. Acceleration		93
13.3. Initiation of Liquidation		93
13.4. Actions At and Following Initiation of Liquidation		93
13.5. Collateral Agent’s Conduct of Liquidation		93
13.6. Distribution of Liquidation Proceeds		94
13.7. Relative Priorities To Proceeds of Liquidation		94

ARTICLE 14 - THE AGENTS:		95

14.1. Appointment of The Agents		95
14.2. Responsibilities of Agents		96
14.3. Concerning Distributions By the Agents		97
14.4. Dispute Resolution		98
14.5. Distributions of Notices and of Documents		98
14.6. Confidential Information		98
14.7. Reliance by Agents		99
14.8. Non-Reliance on Agents and Other Lenders		99
14.9. Indemnification		100
14.10. Resignation of Agent		100

ARTICLE 15 - Action By Agents - Consents - Amendments - Waivers:		101

15.1. Administration of Credit Facilities		101
15.2. Actions Requiring or On Direction of Majority Lenders		102
15.3. Actions Requiring or On Direction of SuperMajority Revolving Credit Lenders		102
15.4. actions requiring or on direction of supermajority lenders		102
15.5. Action Requiring Certain Consent		103
15.6. Actions Requiring or Directed By Unanimous Consent		103
15.7. Actions Requiring SwingLine Lender Consent		105
15.8. Actions Requiring Agents’ Consent		105
15.9. Miscellaneous Actions		105
15.10. Actions Requiring Borrowers’ Representative’s Consent		105
15.11. NonConsenting Lender		106

ARTICLE 16 - Assignments By Lenders:		107

16.1. Assignments and Assumptions		107
16.2. Assignment Procedures		108
16.3. Effect of Assignment		108

(v)



ARTICLE 17 - Notices:		109

17.1. Notice Addresses		109
17.2. Notice Given		110
17.3. Wire Instructions		110

ARTICLE 18 - Term:		111

18.1. Termination of Credit Facilities		111
18.2. Actions On Termination		111

ARTICLE 19 - General:		111

19.1. Protection of Collateral		111
19.2. Publicity		112
19.3. Successors and Assigns		112
19.4. Severability		112
19.5. Amendments. Course of Dealing		112
19.6. Power of Attorney		112
19.7. Application of Proceeds		113
19.8. Increased Costs		113
19.9. Costs and Expenses Of Agents and Lenders		114
19.10. Copies and Facsimiles		114
19.11. Massachusetts Law		114
19.12. Indemnification		114
19.13. Rules of Construction		115
19.14. Intent		116
19.15. Participations		117
19.16. Right of Set-Off		117
19.17. Pledges To Federal Reserve Banks		117
19.18. Maximum Interest Rate		117
19.19. Waivers		118

(vi)

EXHIBITS


1.0(a)	:	Casual Male Companies
1.0(b)	:	Guarantors
1.1	:	Permitted Encumbrances
2.9	:	SwingLine Note
2.11	:	Revolving Credit Note
2.12	:	Last Out Revolving Note
2.25	:	Lenders’ Commitments
3.9(b)	:	Existing Defaults under Material Contracts
4.2	:	Loan Parties’ Information
4.3	:	Trade Names
4.4(b)	:	Exceptions to Property Rights
4.5	:	Locations, Leases, and Landlords
4.7(b)	:	Consigned Inventory
4.7(c)(ii)	:	Equipment Usage Agreement
4.9	:	Insurance Policies
4.11	:	Capital Leases
4.13(a)	:	Labor Relations
4.19	:	Litigation
4.28(b)	:	Contingent Obligations
5.4	:	Borrowing Base Certificate
7.1	:	DDA’s
7.2	:	Credit Card Arrangements
16.1	:	Assignment / Assumption

(vii)

FIFTH AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

Bank of America, N.A.

Administrative and Collateral Agent

December 28, 2006

THIS FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is made amongst

Bank of America, N.A. (in such capacity, the “Administrative Agent”), a national banking association with an office at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent for the benefit of (i) the Collateral Agent, (ii) the “Lenders” who are, at present, those financial institutions identified on the signature pages of this Agreement and any Person who becomes a “Lender” in accordance with the provisions of this Agreement, and (iii) other Secured Parties.

and

Bank of America, N.A. (in such capacity, the “Collateral Agent”), a national banking association with an office at 40 Broad Street, Boston, Massachusetts 02109, as Collateral Agent for the benefit of (i) the Administrative Agent, (ii) the Lenders, and (iii) other Secured Parties.

and

The Revolving Credit Lenders;

and

The Last Out Revolving Lenders

and

Casual Male Retail Group, Inc. ( in such capacity, the “Borrowers’ Representative”), a Delaware corporation with its principal executive offices at 555 Turnpike Street, Canton, Massachusetts 02021, as agent for Casual Male Retail Group, Inc., and Designs Apparel, Inc. (individually, a “Borrower” and collectively, the “Borrowers”).

WHEREAS, on October 29, 2004, the Borrowers, Fleet Retail Group, Inc. as Administrative Agent and Collateral Agent, Revolving Credit Lenders, and Bank of America, N.A. as Tranche B Lender entered into a Fourth Amended and Restated Loan and Security Agreement (as amended and in effect, the “Original Agreement”), pursuant to which, among other things, the Revolving Credit Lenders agreed to make Revolving Loans to the Borrowers and Bank of America, N.A. agreed to make a Tranche B Loan to the Borrowers;

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WHEREAS, the Tranche B Loan to Bank of America, N.A. has been paid in full;

WHEREAS, the Borrowers have requested that the Agent and Revolving Credit Lenders amend the Original Agreement in certain respects in order to, among other thing, add a new Last Out Revolving Loan, and otherwise amend the Original Agreement;

WHEREAS, the Agent and Revolving Credit Lenders are willing to amend the Original Agreement on the terms set forth herein; and

WHEREAS, the parties hereto desire to amend and restate the Original Agreement in its entirety.

NOW THEREFORE, the Agent, Lenders, and Borrowers hereby agree that the Original Agreement shall be amended and restated in its entirety as follows:

WITNESSETH:

ARTICLE 1 - DEFINITIONS:

As used herein, the following terms have the following meanings or are defined in the section of this Agreement so indicated:

“Acceleration”: The making of demand or declaration that any indebtedness, not otherwise due and payable, is due and payable. Derivations of the word “Acceleration” (such as “Accelerate”) are used with like meaning in this Agreement.

“Acceleration Notice”: Written notice as follows:

(a) From the Administrative Agent to the Collateral Agent and the Lenders, as provided in Section 13.1(a).

(b) From the SuperMajority Lenders to the Administrative Agent, as provided in Section 13.1(b).

“Account Debtor”: Has the meaning given that term in the UCC.

“Accounts” and “Accounts Receivable” include, without limitation, “accounts” as defined in the UCC, and also all: accounts, accounts receivable, receivables, and rights to payment (whether or not earned by performance) for: property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of; services rendered or to be rendered; a policy of insurance issued or to be issued; a secondary obligation incurred or to be incurred; energy provided or to be provided; for the use or hire of a vessel; arising out of the use of a credit or charge card or information contained on or used with that card; winnings in a lottery or other game of chance; and also all Inventory which gave rise thereto, and all rights associated with such Inventory, including the right of stoppage in transit; all reclaimed, returned, rejected or repossessed Inventory (if any) the sale of which gave rise to any Account.

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“ACH”: Automated clearing house.

“Acquisition”: The purchase or other acquisition, by a Loan Party (no matter how structured in one transaction or in a series of transactions), of: (a) equity interests in any other Person which would constitute or which results in a Change in Control of such other Person (as if such Person were Casual Male, as used in the definition of “Change of Control”), or (b) such of the assets of any Person as would permit a Loan Party to operate one or more retail locations of such Person or to conduct other business operations with such assets (provided, however, none of the following shall constitute an “Acquisition”: purchases of inventory in the ordinary course of a Loan Party’s business; purchases, leases or other acquisitions of Equipment in the ordinary course of a Loan Party’s business; and Capital Expenditures permitted hereunder).

“Administrative Agent”: Defined in the Preamble.

“Administrative Agent’s Cover”: Defined in Section 12.3(c)(i).

“Administrative Agent’s Fee”: Defined in Section 2.17.

“Affiliate”: The following:

(a) With respect to any two Persons, a relationship in which (i) one holds, directly or indirectly, not less than twenty five percent (25%) of the capital stock, beneficial interests, partnership interests, or other equity interests of the other; or (ii) one has, directly or indirectly, the right, under ordinary circumstances, to vote for the election of a majority of the directors (or other body or Person who has those powers customarily vested in a board of directors of a corporation); or (iii) not less than twenty five percent (25%) of their respective ownership is directly or indirectly held by the same third Person.

(b) Any Person which: is a parent, brother-sister or Subsidiary of a Loan Party; could have such enterprise’s tax returns or financial statements consolidated with that Loan Party’s; could be a member of the same controlled group of corporations (within the meaning of Section 1563(a)(1), (2) and (3) of the Internal Revenue Code of 1986, as amended from time to time) of which any Loan Party is a member; or controls or is controlled by any Loan Party.

“Agent”: When not preceded by “Administrative” or “Collateral”, the term “Agent” refers collectively and individually to the Administrative Agent and the Collateral Agent.

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“Agents’ Rights and Remedies”: Defined in Section 11.7.

“Aggregate Availability” means the aggregate of Availability and Last Out Availability.

“Aggregate Excess Availability” means the aggregate of Excess Availability and Last Out Availability.

“Applicable Inventory Advance Rate”: means 90%.

“Applicable Law”: As to any Person: (i) All statutes, rules, regulations, orders, or other requirements having the force of law and (ii) all court orders and injunctions, arbitrator’s decisions, and/or similar rulings, in each instance ((i) and (ii)) of or by any federal, state, municipal, and other governmental authority, or court, tribunal, panel, or other body which has or claims jurisdiction over such Person, or any property of such Person, or of any other Person for whose conduct such Person would be responsible.

“Applicable Margin”: The following percentages for Base Margin Loans and Libor Loans based upon the following criteria:


LEVEL	AVERAGE EXCESS AVAILABILITY				REVOLVING CREDIT LOANS				LAST OUT REVOLVING LOANS
	Less Than		Equal to Or Greater Than		LIBOR MARGIN		BASE MARGIN		LIBOR MARGIN		BASE MARGIN
I			$	50,000,000	1.00	%	0	%	2.75	%	0.00	%
II	$	50,000,000	$	25,000,000	1.25	%	0	%	2.75	%	0.00	%
III	$	25,000,000			1.50	%	0	%	2.75	%	0.00	%

The Applicable Margin shall be set on the Closing Date based upon the Average Excess Availability for the three (3) months immediately preceding the Closing Date. Thereafter, the Applicable Margin shall be adjusted quarterly on the first day of each calendar quarter based upon the Average Excess Availability during the prior quarter. Upon the occurrence of an Event of Default and for so long as such Event of Default continues in existence, the Applicable Margin may, at the option of the Administrative Agent, be immediately increased to the percentages set forth in Level III (even if the Average Excess Availability requirements for another Level have been met) and interest shall be determined in the manner set forth in Section 2.14(f).

“Appraised Inventory Liquidation Value”: The product of (a) the Cost of Eligible Inventory (net of Inventory Reserves) of the Casual Male Companies and RBT, multiplied by (b) that percentage, determined from the then most recent appraisal of the Loan Parties’ Inventory undertaken at the request of the Administrative Agent, to reflect the appraiser’s estimate of the net recovery on the Loan Parties’ Inventory in the event of an in-store liquidation of that Inventory.

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“Arrangement Fee”: shall have the meaning set forth in the Fee Letter.

“Assignee Lender”: Defined in Section 16.1.

“Assigning Lender”: Defined in Section 16.1.

“Assignment and Acceptance”: Defined in Section 16.2.

“Availability”: The lesser of (a) or (b) where:

(a) is the result of

(i) The Revolving Credit Commitments

Minus

(ii) The aggregate outstanding Revolving Credit Loans and SwingLine Loans

Minus

(iii) The aggregate undrawn Stated Amount of all then outstanding L/Cs (less the amount of any cash collateral held by any Agent or Lender in respect of such L/Cs).

Minus

(iv) The aggregate of the Availability Reserves.

(b) is the result of

(i) The Borrowing Base

Minus

(ii) The aggregate outstanding Revolving Credit Loans and SwingLine Loans

Minus

(iii) The aggregate undrawn Stated Amount of all then outstanding L/Cs (less the amount of any cash collateral held by any Agent or Lender in respect of such L/Cs).

Minus

(iv) The aggregate of the Availability Reserves.

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“Availability Block” means ten percent (10%) of the lesser of (a) the Last Out Borrowing Base; or (b) the Total Commitments.

“Availability Reserves”: Such reserves as the Administrative Agent from time to time determines in the Administrative Agent’s reasonable discretion as being appropriate to reflect the impediments to the Collateral Agent’s ability to realize upon the Collateral. Without limiting the generality of the foregoing, Availability Reserves may include (but are not limited to) reserves based on the following:

(i)

Rent (but only if a landlord’s waiver, acceptable to the Administrative Agent, has not been received by the Administrative Agent).

(ii)

Customer Credit Liabilities.

(iii)

Taxes and other governmental charges, including, ad valorem, personal property, and other taxes which might have priority over the Collateral Interests of the Collateral Agent in the Collateral.

(iv)

L/C Landing Costs.

(v)

the Availability Block.

“Average Excess Availability”: means the average daily Aggregate Excess Availability for the immediately preceding quarter.

“Bank of America”: means Bank of America, N.A., a national banking association and its Subsidiaries, Affiliates, branches, and their respective successors with offices at 40 Broad Street, Boston, Massachusetts 02109.

“Bankruptcy Code”: Title 11, U.S.C., as amended from time to time.

“BAS”: Is defined in Section 2.15.

“Base”: means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Margin”: As determined from the definition of Applicable Margin.

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“Base Margin Loan”: Each Loan while bearing interest at the Base Margin Rate.

“Base Margin Rate”: The aggregate of Base plus the then Base Margin.

“Blocked Account”: Any deposit account, including, without limitation, any DDA, over which one or more of the Agents exercise control pursuant to a Blocked Account Agreement.

“Blocked Account Agreement”: An agreement, in form satisfactory to the Administrative Agent, which recognizes the Collateral Agent’s Collateral Interest in the contents of the deposit account which is the subject of such agreement and provides that such contents shall be transferred only to the Concentration Account or as otherwise instructed by the Collateral Agent.

“Borrower” and “Borrowers”: Defined in the Preamble.

“Borrowers’ Representative”: Defined in the Preamble.

“Borrowing Base”: The aggregate of the following:

(a) The Applicable Inventory Advance Rate multiplied by the Appraised Inventory Liquidation Value.

Plus

(b) The face amount of Eligible Credit Card Receivables multiplied by the Credit Card Advance Rate.

“Borrowing Base Certificate”: Is defined in Section 5.4.

“Business Day”: Any day other than (a) a Saturday or Sunday; (b) any day on which banks in Boston, Massachusetts generally are not open to the general public for the purpose of conducting commercial banking business; or (c) a day on which the principal office of the Administrative Agent is not open to the general public to conduct business.

“Business Plan”: The Loan Parties’ business plan dated December 6, 2006, as updated from time to time by the Borrowers’ Representative pursuant to this Agreement.

“Canton Lease”: The lease and related documents entered into by and among Casual Male and Spirit SPE Canton, LLC dated as of February, 2006.

“Capital Expenditures”: The expenditure of funds or the incurrence of liabilities which may be capitalized in accordance with GAAP.

“Capital Lease”: Any lease which may be capitalized in accordance with GAAP.

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“Casual Male”: Casual Male Retail Group, Inc.

“Casual Male Companies”: The Persons listed on EXHIBIT 1.0(a) annexed hereto.

“Change in Control”: The occurrence of any of the following:

(a) The acquisition, by any group of persons (within the meaning of the Securities Exchange Act of 1934, as amended) or by any Person, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of 35% or more of the issued and outstanding capital stock of Casual Male having the right, under ordinary circumstances, to vote for the election of directors of Casual Male.

(b) At any time, (a) occupation of a majority of the seats (other than vacant seats) on the board of directors of Casual Male by Persons who were neither (i) nominated by the board of directors of Casual Male nor (ii) appointed by directors so nominated.

(c) The persons who are directors of Casual Male as of the Closing Date cease, for any reason other than death, disability, or resignation in the ordinary course (and not in connection with a proxy contest or similar occurrence), to constitute a majority of the board of directors of Casual Male.

(d) The failure by Casual Male (i) to own directly 100% of the issued and outstanding capital stock of Designs Apparel, Inc. and RBT or (ii) to own, directly or indirectly, 100% of the issued and outstanding capital stock or membership interests of all other Loan Parties.

“Chattel Paper”: Has the meaning given that term in the UCC.

“Closing Date”: December 28, 2006.

“Collateral”: Defined in Section 8.1.

“Collateral Agent”: Defined in the Preamble.

“Collateral Interest”: Any interest in property to secure an obligation, including, without limitation, a security interest, mortgage, and deed of trust.

“Commitment Fee”: Defined in Section 2.16.

“Concentration Account”: Defined in Section 7.3.

“Consent”: Actual consent given by the Lender from whom such consent is sought; or the passage of seven (7) Business Days from receipt of written notice to a Lender from an Agent of a proposed course of action to be followed by an Agent without

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such Lender’s giving that Agent written notice of that Lender’s objection to such course of action, provided that all Agents may rely on such passage of time as consent by a Lender only if such written notice states that consent will be deemed effective if no objection is received within such time period.

“Consolidated”: When used to modify a financial term, test, statement, or report, refers to the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of the Loan Parties.

“Convertible Notes”: The 5% Convertible Senior Subordinated Notes due January 1, 2024 issued pursuant to the Indenture in the aggregate principal amount of up to $94,749,000.

“Cost”: The lower of

(a) the calculated cost of purchases, as determined from invoices received by Design Apparel, Inc., its purchase journal or stock ledger, based upon its accounting practices, known to the Administrative Agent, which practices are in effect on the date on which this Agreement was executed; or

(b) the lowest ticketed or promoted price at which the subject inventory is offered to the public by any Loan Party, after all mark-downs (whether or not such price is then reflected on a Loan Party’s accounting system).

“Cost” does not include inventory capitalization costs or other non-purchase price charges used in a Loan Party’s calculation of cost of goods sold (other than freight, which may be capitalized consistent with GAAP and such Loan Party’s prior practices).

“Costs of Collection”: Includes, without limitation, all reasonable attorneys’ fees and reasonable out-of-pocket expenses incurred by any Agent’s attorneys, and all reasonable out-of-pocket costs incurred by any Agent in the administration of the Liabilities and/or the Loan Documents, including, without limitation, reasonable costs and expenses associated with travel on behalf of any Agent, where such costs and expenses are directly or indirectly related to or in respect of any Agent’s: administration and management of the Liabilities; negotiation, documentation, and amendment of any Loan Document; or efforts to preserve, protect, collect, or enforce the Collateral, the Liabilities, and/or the Agents’ Rights and Remedies and/or any of the rights and remedies of any Agent against or in respect of any guarantor or other person liable in respect of the Liabilities (whether or not suit is instituted in connection with such efforts). “Costs of Collection” also includes the reasonable fees and expenses of Lenders’ Special Counsel. The Costs of Collection are Liabilities, and at the Administrative Agent’s option may bear interest at the then effective Base Margin Rate.

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“Credit Card Advance Rate”: 90%

“Credit Facilities”: Is defined in Section 2.1.

“Customer Credit Liability”: Gift certificates, gift cards, customer deposits, merchandise credits, layaway obligations, discounts, credits and similar items earned by customers in respect of frequent shopping programs, and similar liabilities of any Loan Party to its retail customers and prospective customers.

“DDA”: Any store level checking, demand daily depository account or other bank or like account maintained by any Loan Party for the purpose of depositing store receipts and paying de minimis store level expenses, as to which the applicable bank or depository has received notification of the Collateral Agent’s Collateral Interest in such account, including, on the date of this Agreement, the accounts listed on EXHIBIT 7.1 hereto, but excluding, however, any Exempt DDA.

“Default”: Any occurrence, circumstance, or state of facts with respect to a Loan Party which (a) is an Event of Default; or (b) would become an Event of Default if any requisite notice were given and/or any requisite period of time were to run and such occurrence, circumstance, or state of facts were not cured within any applicable grace period.

“Delinquent Lender”: Defined in Section 12.3(c).

“Deposit Account”: Has the meaning given that term in the UCC.

“Documents”: Has the meaning given that term in the UCC.

“Documents of Title”: Has the meaning given that term in the UCC.

“Dollar Commitments”: The Revolving Credit Dollar Commitment and/or Last Out Revolving Credit Dollar Commitment, as applicable.

“Eligible Assignee”: With respect to an assignee of a Lender, a bank, insurance company, or company engaged in the business of making commercial loans having a combined capital and surplus in excess of $300 Million or any Affiliate of any Lender, or any Person to whom a Lender assigns its rights and obligations under this Agreement as part of a programmed assignment and transfer of such Lender’s rights in and to a material portion of such Lender’s portfolio of asset based credit facilities.

“Eligible Credit Card Receivables”: Under five (5) Business Day Accounts due on a non-recourse basis from major credit card processors (which, if due on account of a private label credit card program, are deemed in the discretion of the Administrative Agent to be eligible).

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“Eligible In-Transit Inventory”: “Eligible In-Transit Inventory” will be calculated at 75% of the Cost value of such of the Inventory of the Casual Male Companies and RBT (in each case, without duplication as to Eligible Inventory and Eligible In-Transit Inventory ), in each case in which title has passed to a Loan Party and which is then being shipped from a foreign location for receipt, within 45 days, at a warehouse of one of the Loan Parties, provided that

(a) Such Inventory is of such types, character, qualities and quantities (net of Inventory Reserves) as the Administrative Agent in its discretion from time to time determines to be eligible for borrowing;

(b) If applicable, the documents which relate to such shipment names the Collateral Agent as consignee of the subject Inventory and the Collateral Agent has control over the documents which evidence ownership of the subject Inventory (such as by the providing to the Collateral Agent of a Customs Brokers Agreement in form reasonably satisfactory to the Collateral Agent); and

“Eligible Inventory”: The following (without duplication):

(a) Such of the Loan Parties’ Inventory, at such locations, and of such types, character, qualities and quantities, as the Administrative Agent, in its sole discretion from time to time determines to be acceptable for borrowing, as to which Inventory, the Collateral Agent has a perfected security interest which is prior and superior to all security interests, claims, and encumbrances.

(b) Eligible L/C Inventory.

Without limiting the foregoing, “Eligible Inventory” shall not include (i) direct shipment inventory; (ii) inventory which cannot be sold including, without limitation, any non-merchandise inventory (such as labels, bags, and packaging materials, etc.); (iii) “dummy warehouse inventory”; (iv) damaged goods, return to vendor merchandise, packaways, consigned inventory, samples and other similar categories; (v) inventory which is the subject of a store closing, liquidation, going-out-of-business or similar sale, as to which in each case, any Loan Party has received an initial payment of the guaranteed price from the Person conducting the sale; and (vi) inventory in locations outside the United States or Canada (except for Eligible L/C Inventory) and in locations in the

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United States or Canada not under any Loan Party’s control (unless waivers acceptable to the Agents are obtained), provided, however, in no event shall Inventory in locations outside of the United States be Eligible Inventory unless the Agent has a first priority perfected security interest in such Inventory, has established applicable advance rates and Reserves in connection therewith, and has otherwise determined in its discretion that such Inventory is eligible to be included in the Borrowing Base.

“Eligible L/C Inventory”: “Eligible L/C Inventory” will be calculated at 75% of the Cost value of such of the Inventory of the Casual Male Companies and RBT (in each case, without duplication as to Eligible Inventory and Eligible In-Transit Inventory ), in each case the purchase of which is supported by a documentary L/C then having an initial expiry of forty-five (45) or less days, provided that

(b) The documentary L/C supporting such purchase names the Collateral Agent as consignee of the subject Inventory and the Collateral Agent has control over the documents which evidence ownership of the subject Inventory (such as by the providing to the Collateral Agent of a Customs Brokers Agreement in form reasonably satisfactory to the Collateral Agent).

“Employee Benefit Plan”: As defined in ERISA.

“Encumbrance”: A Collateral Interest or agreement to create or grant a Collateral Interest; the interest of a lessor under a Capital Lease, conditional sale or other title retention agreement; sale of accounts receivable or chattel paper; or other arrangement pursuant to which any Person is entitled to any preference or priority with respect to the property or assets of another Person or the income or profits of such other Person; and each of the foregoing whether consensual or non-consensual and whether arising by way of agreement, operation of law, legal process or otherwise.

“End Date”: The date upon which all of the following conditions are met: (a) all Liabilities (other than continuing representations, warranties and indemnity obligations) have been paid in full; (b) all obligations of any Lender to make loans and advances and to provide other financial accommodations to the Borrowers hereunder shall have been irrevocably terminated; and (c) the arrangements regarding L/Cs described in Section 18.2(b) have been made.

“Environmental Laws”: All of the following:

(a) Applicable Law which regulates or relates to, or imposes any standard of conduct or liability on account of or in respect to environmental protection matters, including, without limitation, Hazardous Materials, as are now or hereafter in effect.

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(b) The common law relating to damage to Persons or property from Hazardous Materials.

“Equipment”: Includes, without limitation, “equipment” as defined in the UCC, and also all furniture, store fixtures, motor vehicles, rolling stock, machinery, office equipment, plant equipment, tools, dies, molds, and other goods, property, and assets which are used and/or were purchased for use in the operation or furtherance of a Person’s business, and any and all accessions or additions thereto, and substitutions therefor.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate”: Any Person which is under common control with a Loan Party within the meaning of Section 4001 of ERISA or is part of a group which includes any Loan Party and which would be treated as a single employer under Section 414 of the Internal Revenue Code of 1986, as amended.

“Events of Default”: Defined in Article 10. An “Event of Default” shall be deemed to have occurred and to be continuing unless and until that Event of Default has been duly waived by the requisite Lenders or by the Administrative Agent, as applicable.

“Excess Availability”: The result of (a) Availability minus (b) all then past due obligations of the Loan Parties including accounts payable which are beyond customary trade terms and rent obligations which are beyond applicable grace periods.

“Excess Availability Ratio”: At any time, the ratio, expressed as a percentage, of (a) the Excess Availability at such time, to (b) the lesser of (i) the Revolving Credit Commitments at such time or (ii) the Borrowing Base at such time.

“Exempt DDA”: A depository account maintained by any Loan Party, the only contents of which may be transfers from the Operating Account and actually used solely (i) for petty cash purposes; or (ii) for payroll.

“Farm Products”: Has the meaning given that term in the UCC.

“Fee Letter”: The letter dated December 4, 2006 between Borrowers’ Representative and the Administrative Agent as such letter may from time to time be amended.

“Fiscal”: When followed by “month” or “quarter”, it refers to the relevant fiscal period based on the Loan Parties’ fiscal year and accounting conventions (e.g. reference to the Loan Parties’ “Fiscal June, 2007” is to the Loan Parties’ fiscal month of June in the calendar year 2006). When followed by reference to a

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specific year, it refers to the fiscal year which ends in a month of the year to which reference is being made (e.g. if the Loan Parties’ fiscal year ends in January 2007 reference to that year would be to the Loan Parties’ “Fiscal 2007”).

“5% Subordinated Note”: Collectively, (i) the Designs, Inc. 5% Subordinated Note due April 26, 2007 in the original principal amount of $1,000,000 made by Designs, Inc. to the Kellwood Company, and (ii) the Designs, Inc. 5% Subordinated Note due April 26, 2007 in the original principal amount of $10,000,000 made by Designs, Inc. to the Kellwood Company.

“Fixtures”: Has the meaning given that term in the UCC.

“GAAP”: Principles which are consistent with those promulgated or adopted by the Financial Accounting Standards Board and its predecessors (or successors) in effect and applicable to that accounting period in respect of which reference to GAAP is being made, provided, however, in the event of a Material Accounting Change, then unless otherwise specifically agreed to by the Administrative Agent, the Borrowers’ Representative shall include, with its monthly, quarterly, and annual financial statements a schedule, certified by the Borrowers’ Representative’s chief financial officer, on which the effect of such Material Accounting Change on that statement shall be described.

“General Intangibles”: Includes, without limitation, “general intangibles” as defined in the UCC; and also all: rights to payment for credit extended; deposits; amounts due to any Person; credit memoranda in favor of any Person; warranty claims; tax refunds and abatements; insurance refunds and premium rebates; all means and vehicles of investment or hedging, including, without limitation, options, warrants, and futures contracts; records; customer lists; telephone numbers; goodwill; causes of action; judgments; payments under any settlement or other agreement; literary rights; rights to performance; royalties; license and/or franchise fees; rights of admission; licenses; franchises; license agreements, including all rights of any Person to enforce same; permits, certificates of convenience and necessity, and similar rights granted by any governmental authority; patents, patent applications, patents pending, and other intellectual property; internet addresses and domain names; developmental ideas and concepts; proprietary processes; blueprints, drawings, designs, diagrams, plans, reports, and charts; catalogs; manuals; technical data; computer software programs (including the source and object codes therefor), computer records, computer software, rights of access to computer record service bureaus, service bureau computer contracts, and computer data; tapes, disks, semi-conductors chips and printouts; trade secrets rights, copyrights, mask work rights and interests, and derivative works and interests; user, technical reference, and other manuals and materials; trade names, trademarks, service marks, and all goodwill relating thereto; applications for registration of the foregoing; and all other general intangible property of any Person in the nature of intellectual property; proposals; cost estimates, and reproductions on paper, or otherwise, of any and all

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concepts or ideas, and any matter related to, or connected with, the design, development, manufacture, sale, marketing, leasing, or use of any or all property produced, sold, or leased, by any or credit extended or services performed, by any Person, whether intended for an individual customer or the general business of any Person, or used or useful in connection with research by any Person.

“Goods”: Has the meaning given that term in the UCC, and also includes all things movable when a Collateral Interest therein attaches and also all computer programs embedded in goods and any supporting information provided in connection with a transaction relating to the program if (i) the program is associated with the goods in such manner that it customarily is considered part of the goods or (ii) by becoming the owner of the goods, a Person acquires a right to use the program in connection with the goods.

“Guarantor” and “Guarantors”: Each Person named on EXHIBIT 1.0(b) annexed hereto individually, and the Persons named on EXHIBIT 1.0(b) annexed hereto, collectively.

“Guarantor Agreement”: Each instrument and document executed by a Guarantor of the Liabilities to evidence or secure the Guarantor’s guaranty thereof.

“Guarantor Default”: Default or breach or the occurrence of any event of default under any Guarantor Agreement.

“Hazardous Materials”: Any (a) substance which is defined or regulated as a hazardous material in or under any Environmental Law and (b) oil in any physical state.

“Hedge Agreement” means any and all transactions, agreements or documents now existing or hereafter entered into, which provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging the Borrowers’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices and not for speculative purposes.

“Hedge Exposure” means, on any Business Day, the amount, if any, estimated by the Lender or its Affiliate which is party to a Hedge Agreement with a Loan Party in good faith and in a commercially reasonable manner (for which calculations and computations will be provided to such Loan Party at its request) pursuant to methodology set forth in the applicable Hedge Agreement, which would be payable to such Lender or its Affiliate if the Hedge Agreement were terminated as of such Business Day as a result of an event of default (as defined in the Hedge Agreement) with respect to the Loan Party and a payment were due thereunder to the Lender or its Affiliate.

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“Incremental Availability”: The additional amount available to be borrowed by the Borrowers based upon the difference between the Last Out Borrowing Base and the Borrowing Base, as reflected on the most recent Borrowing Base Certificate delivered by the Borrowers to the Administrative Agent pursuant to Section 5.4 hereof, but in no event an amount greater than the Last Out Commitments.

“Indebtedness”: All indebtedness and obligations of or assumed by any Person on account of or with respect to any of the following:

(a) In respect of money borrowed (including any indebtedness which is non-recourse to the credit of such Person but which is secured by an Encumbrance on any asset of such Person) whether or not evidenced by a promissory note, bond, debenture or other written obligation to pay money.

(b) In connection with any letter of credit or acceptance transaction (including, without limitation, the face amount of all letters of credit and acceptances issued for the account of such Person or reimbursement on account of which such Person would be obligated).

(d) On account of deposits or advances (but not including any liabilities with respect to Customer Credit Liabilities including gift cards, gift certificates, merchandise credits and/or frequent shopper or other consumer loyalty programs).

(e) As lessee under Capital Leases.

(f) In connection with any sale and leaseback transaction.

“Indebtedness” of any Person also includes:

(x) Indebtedness of others secured by an Encumbrance on any asset of such Person, whether or not such Indebtedness is assumed by such Person.

(y) Any guaranty, endorsement, suretyship or other undertaking pursuant to which that Person may be liable on account of any obligation of any third party other than on account of the endorsement of checks and other items in the ordinary course.

(z) The Indebtedness of a partnership or joint venture for which such Person is liable as a general partner or joint venturer.

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“Indemnified Person”: Defined in Section 19.12.

“Indenture”: the Indenture dated as of November 18, 2003 with respect to the 5% Convertible Senior Subordinated Notes Due January 1, 2024.

“Instruments”: Has the meaning given that term in the UCC.

“Interest Payment Date”: With reference to:

Each Libor Loan: The last day of the Interest Period relating thereto (and on the last day of the third month for any such loan which has a six (6) month or twelve (12) month Interest Period); the Termination Date; and the End Date.

Each Base Margin Loan: The first day of each month; the Termination Date; and the End Date.

“Interest Period”: The following:

(a) With respect to each Libor Loan: Subject to Subsection (c), below, the period commencing on the date of the making or continuation of, or conversion to, the subject Libor Loan and ending one, two, three or six months, and if available to all Lenders, seven or fourteen days or twelve months thereafter, as the Borrowers’ Representative may elect by notice (pursuant to Section 2.7) to the Administrative Agent.

(b) With respect to each Base Margin Loan: Subject to Subsection (c), below, the period commencing on the date of the making or continuation of or conversion to such Base Margin Loan and ending on that date (i) as of which the subject Base Margin Loan is converted to a Libor Loan, as the Borrowers’ Representative may elect by notice (pursuant to Section 2.7) to the Administrative Agent, or (ii) on which the subject Base Margin Loan is paid by the Borrowers.

(i) Any Interest Period for a Base Margin Loan which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day.

(ii) Any Interest Period for a Libor Loan which would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless that succeeding Business Day is in the next calendar month, in which event such Interest Period shall end on the last Business Day of the month during which the Interest Period ends.

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(iii) Subject to Subsection (iv), below, any Interest Period applicable to a Libor Loan, which Interest Period begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period ends, shall end on the last Business Day of the month during which that Interest Period ends.

(iv) Any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date.

(v) The number of Interest Periods in effect at any one time is subject to Section 2.14(d) hereof.

“Inventory”: Includes, without limitation, “inventory” as defined in the UCC and also all: (a) Goods which are leased by a Person as lessor; are held by a Person for sale or lease or to be furnished under a contract of service; are furnished by a Person under a contract of service; or consist of raw materials, work in process, or materials used or consumed in a business; (b) Goods of said description in transit; (c) Goods of said description which are returned, repossessed and rejected; (d) packaging, advertising, and shipping materials related to any of the foregoing; (e) all names, marks, and General Intangibles affixed or to be affixed or associated thereto; and (f) Documents and Documents of Title which represent any of the foregoing.

“Inventory Purchase Agreement”: The Inventory Purchase Agreement dated October 29, 2004 by and between Designs Apparel, Inc. and the other Loan Parties.

“Inventory Reserves”: Such Reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s reasonable discretion with respect to the determination of the saleability, at Retail, of the Eligible Inventory or which reflect such other factors affecting the market value of the Eligible Inventory. Without limiting the generality of the foregoing, Inventory Reserves may include (but are not limited to) reserves based on the following:

(i)

Obsolescence (based upon Inventory on hand beyond a given number of days).

(ii)

Seasonality.

(iii)

Shrinkage.

(iv)

Imbalance.

(v)

Change in Inventory character.

(vi)

Change in Inventory composition

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(vii)

Change in Inventory mix.

(viii)

Point of sale markdowns and, to the extent not reflected in Retail, permanent markdowns

(ix)

Retail markons and markups inconsistent with prior period practice and performance; industry standards; current business plans; or advertising calendar and planned advertising events.

(x)

Consigned Inventory.

“Investment Property”: Has the meaning given that term in the UCC.

“Issuer”: Bank of America, N.A. or any of its successors.

“Last Out Advance Percentage”: At the relevant time of reference thereto, (a) from the Closing Date through but excluding the first anniversary of the Closing Date, 10%, and (b) on and after the first anniversary of the Closing Date, 5%.

“Last Out Borrowing Base”: The sum of the Borrowing Base at such time, plus (ii) the applicable Last Out Advance Percentage multiplied by the Appraised Inventory Liquidation Value.

“Last Out Commitments”: The aggregate of each Last Out Revolving Lender’s Last Out Revolving Credit Dollar Commitment which as of the Closing Date are in the aggregate sum of $10,000,000.00 and as subject to the change in accordance with the provisions of this agreement.

“Last Out Availability”: At any time of determination, the amount that Borrowers are entitled to borrow as Last Out Revolving Loans, being the result of (a) the lesser of (i) the Last Out Commitments and (ii) the Incremental Availability minus (b) the outstanding principal balance of all Last Out Revolving Loans then outstanding.

“Last Out Lenders Fees”: The Last Out Commitment Fee, Last Out Unused Line Fee and all other fees (such as a fee (if any) on account of the execution of an amendment of any Loan Document) payable by any Borrower in respect of the Last Out Revolving Loan other than any amount payable to an Agent as reimbursement for any cost or expense incurred by that Agent on account of the discharge of that Agent’s duties under the Loan Documents.

“Last Out Revolving Commitment Percentage”: The percentage set forth on EXHIBIT 2.25 hereto as such Last Out Revolving Lender’s percentage of the aggregate Last Out Revolving Commitments of all the Last Out Revolving Lenders.

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“Last Out Revolving Credit Dollar Commitment” As to each Last Out Revolving Lender, the amount set forth on EXHIBIT 2.25, annexed hereto (as such amounts may change in accordance with the provisions of this Agreement).

“Last Out Revolving Lender” Each Lender with a Last Out Revolving Credit Dollar Commitment.

“Last Out Revolving Loans”: Loans made by Last Out Revolving Lenders under the Credit Facilities.

“Last Out Revolving Note”: Defined in Section 2.12.

“Last Out Unused Line Fee”: Is defined in Section 2.18.

“L/C”: Any letter of credit, the issuance of which is procured by the Administrative Agent for the account of any Borrower and any acceptance made on account of such letter of credit.

“L/C Landing Costs”: To the extent not included in the Stated Amount of an L/C, customs, duty, freight, and other out-of-pocket costs and expenses which will be expended to “land” the Inventory, the purchase of which is supported by such L/C.

“Lease”: Any lease or other agreement, no matter how styled or structured, pursuant to which a Loan Party is entitled to the use or occupancy of any space.

“Leasehold Interest”: Any interest of a Loan Party as lessee under any Lease.

“Lender”: Collectively and each individually, each Revolving Credit Lender and each Last Out Revolving Lender.

“Lenders’ Special Counsel”: A single counsel selected by Lenders holding more than 51% of the Total Commitments (other than any Loan Commitments held by Delinquent Lenders) following the occurrence of an Event of Default to represent their interests in connection with the enforcement, attempted enforcement, or preservation of any rights and remedies under this, or any other Loan Document.

“Letter-of-Credit Right”: Has the meaning given that term in the UCC and also refers to any right to payment or performance under any letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance.

“Liabilities”: (a) Any and all direct and indirect liabilities, debts, and obligations of each Borrower to any Agent, any Lender, or any Secured Party, each of every kind, nature, and description owing on account of this Agreement or any other Loan Document, whether now existing or hereafter arising under this Agreement or under any of the other Loan Documents, including, without limitation, the following:

(i)

Each obligation to repay any loan, advance, indebtedness, note, obligation, overdraft, or amount now or hereafter owing by any Borrower to any Agent or any Lender (including all future advances whether or not made pursuant to a commitment by any Agent or any Lender), whether or not any of such are liquidated, unliquidated, primary, secondary, secured, unsecured, direct, indirect, absolute, contingent, or of any other type, nature, or description, or by reason of any cause of action which any Agent or any Lender may hold against any Borrower.

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(ii) All notes and other obligations of each Borrower now or hereafter assigned to or held by any Agent or any Lender, each of every kind, nature, and description

(iii) All debts, liabilities and obligations now or hereafter arising from or in connection any and all Hedge Agreements, including but not limited any Hedge Exposure.

(iv) All interest, fees, and charges and other amounts which may be charged by any Agent or any Lender to any Borrower and/or which may be due from any Borrower to any Agent or any Lender from time to time.

(v) All costs and expenses incurred or paid by any Agent in respect of any agreement between any Borrower and any Agent or instrument furnished by any Borrower to any Agent (including, without limitation, Costs of Collection, reasonable attorneys’ fees, and all court and litigation costs and expenses).

(vi) Any and all covenants of each Borrower to or with any Agent or any Lender and any and all obligations of each Borrower to act or to refrain from acting in accordance with any agreement between that Borrower and any Agent or any Lender or instrument furnished by that Borrower to any Agent or any Lender.

(vii) Each of the foregoing as if each reference to “any Agent or any Lender” were to each Affiliate of the Administrative Agent.

(b) Any and all direct or indirect liabilities, debts, and obligations of each Borrower to any Agent or any Affiliate of any Agent, each of every kind, nature, and description owing on account of any service or accommodation provided to, or for the account of any Borrower pursuant to this or any other Loan Document, including cash management services and the issuances of L/C’s.

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“Libor Business Day”: Any day which is both a Business Day and a day on which the principal interbank market for Libor deposits in London in which Bank of America participates is open for dealings in United States Dollar deposits.

“Libor Loan”: Any Loan which bears interest at a Libor Rate.

“Libor Margin”: As determined from the definition of Applicable Margin.

“Libor Offer Rate”: That rate of interest (rounded upwards, if necessary, to the next 1/100 of 1%) determined by the Administrative Agent in good faith to be the highest prevailing rate per annum at which deposits on U.S. Dollars are offered to Bank of America by first-class banks in the London interbank market in which Bank of America participates at or about 10:00 AM (Boston Time) two (2) Libor Business Days before the first day of the Interest Period for the subject Libor Loan, for a deposit approximately in the amount of the subject loan for a period of time approximately equal to such Interest Period.

“Libor Rate”: That per annum rate which is the aggregate of the Libor Offer Rate plus the Libor Margin except that, in the event that the Administrative Agent determines in good faith that any Lender may be subject to the Reserve Percentage, the “Libor Rate” shall mean, with respect to any Libor Loans then outstanding (from the date on which that Reserve Percentage first became applicable to such loans), and with respect to all Libor Loans thereafter made so long as any Lender is subject to the Reserve Percentage, an interest rate per annum equal the sum of (a) plus (b), where:

(a) is the decimal equivalent of the following fraction:

Libor Offer Rate

1 minus Reserve Percentage

(b) is the applicable Libor Margin.

“Liquidation”: The exercise, by the Collateral Agent, of those rights accorded to the Collateral Agent under the Loan Documents as a creditor of the Loan Parties following and on account of the occurrence of an Event of Default looking towards the realization on the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this Agreement.

“Loan”: A Revolving Credit Loan or Last Out Revolving Loan.

“Loan Account”: Is defined in Section 2.10.

“Loan Commitment”: With respect to each Revolving Credit Lender, that respective Revolving Credit Lender’s Revolving Credit Dollar Commitment. With respect to each Last Out Revolving Lender, that respective Last Out Revolving Lender’s Last Out Revolving Credit Dollar Commitment.

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“Loan Documents”: This Agreement, each instrument and document executed as contemplated by the Original Agreement and by Article 4, below, and each other instrument or document from time to time executed and/or delivered in connection with the arrangements contemplated hereby or in connection with any transaction with the Administrative Agent or the Collateral Agent or any Affiliate of the Administrative Agent or the Collateral Agent, including, without limitation, any transaction which arises out of any cash management, depository, investment, letter of credit, interest rate protection, or equipment leasing services provided by the Administrative Agent or the Collateral Agent or any Affiliate of the Administrative Agent or the Collateral Agent, as each may be amended from time to time.

“Loan Party and Loan Parties”: Each Borrower and each Guarantor.

“Majority Lenders”: Lenders (other than Delinquent Lenders) holding 51% or more of the Total Commitments (other than any Loan Commitments held by Delinquent Lenders).

“Material Accounting Change”: Any change in GAAP applicable to accounting periods subsequent to the Loan Parties’ Fiscal year most recently completed prior to the execution of this Agreement, which change has a material effect on the Loan Parties’ Consolidated financial condition or operating results, as reflected on financial statements and reports prepared by or for the Loan Parties, when compared with such condition or results as if such change had not taken place or where preparation of the Loan Parties’ statements and reports in compliance with such change.

“Maturity Date”: October 29, 2008.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Nominee”: A business entity (such as a corporation or limited partnership) formed by the Collateral Agent to own or manage any Post Foreclosure Asset.

“NonConsenting Lender”: Defined in Section 15.11.

“Operating Account”: Defined in Section 7.3.

“Original Agreement:”: Defined in the Preamble.

“OverLoan”: A loan, advance, or providing of credit support (such as the issuance of any L/C) to the extent that, immediately after its having been made, Availability is less than zero.

“Participant”: Is defined in Section 19.15, hereof.

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“Payment Intangible”: Has the meaning given that term in the UCC and also refers to any general intangible under which the Account Debtor’s primary obligation is a monetary obligation.

“Percentage Commitments”: The Revolving Credit Commitment Percentage and/or the Last Out Revolving Commitment Percentage as applicable.

“Permitted Acquisition”: An Acquisition complying with the following:

(A) Such Acquisition shall be of assets ancillary, incidental or necessary to the retail sale of apparel and related activities, or of 100% of the stock of a corporation whose assets consist substantially of such assets, or through the merger of such a corporation with a Loan Party (with a Loan Party as the surviving corporation), or with a Subsidiary of a Loan Party where, after giving effect to such merger, such corporation becomes a wholly-owned Subsidiary of a Loan Party;

(B) If such Acquisition includes the acquisition of assets by, or the merger of, a Loan Party, there shall have been no change in the identity of the president, chief financial officer or any executive vice president of such Loan Party as a consequence of such acquisition, or if there has been such a change, the Administrative Agent shall have consented in writing to such change in identity within thirty (30) days thereafter (which consent shall not be unreasonably withheld or delayed); and

(C) If a new Subsidiary is formed or acquired as a result of such Acquisition, such Subsidiary shall execute documentation, reasonably satisfactory in form and substance to the Administrative Agent, guarantying payment and performance of the Liabilities and granting a first lien, subject only to Permitted Encumbrances, in its assets in favor of the Collateral Agent, for the ratable benefit of the Lenders.

“Permitted Asset Disposition”: A sale or other disposition of the assets of any Loan Party in the ordinary course, so long as the following conditions are satisfied:

(a) The sale, liquidation or other disposition of Inventory at any locations from which a Loan Party determines to cease the conduct of its business, (i) shall be on terms satisfactory to the Administrative Agent and (ii) notwithstanding the Administrative Agent’s furnishing of any such consent, the Administrative Agent may, in the exercise of its reasonable discretion, impose Inventory Reserves as a result of the occurrence of any such sale, liquidation, or disposition;

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(b) The aggregate of all such sales or other dispositions of assets during the term of this Agreement shall not exceed five percent (5%) of the value of all assets of Casual Male as of the Closing Date;

(d) On the date on which any sale or other disposition of assets is consummated, no Default shall have occurred and be continuing or will occur as a result of such consummation.

“Permitted Encumbrances”: The following:

(a) Encumbrances described on EXHIBIT 1.1 hereto.

(b) Encumbrances on properties to secure taxes, assessments and other government charges or claims for labor, material or supplies in respect of obligations not then overdue; deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; Encumbrances on property hereafter acquired (either in connection with purchase money encumbrances, rental purchase agreements, including Capital Leases, or conditional sale or other title retention agreements), which are restricted to the property so acquired and do not secure Indebtedness exceeding the fair value (at the time of acquisition) thereof; Encumbrances of carriers, warehousemen, mechanics and materialmen, and other like Encumbrances in existence less than 90 days from the date of creation thereof in respect of obligations not overdue; and Encumbrances on properties consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Encumbrances under leases to which any Loan Party is a party, and other minor Encumbrances or encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct of the business of the Loan Parties, which defects do not individually or in the aggregate have a materially adverse effect on the business of any Loan Party individually or of the Loan Parties as a whole or which are being actively contested in good faith by appropriate proceedings as to which the Loan Parties have established reasonable reserves, it being understood, however, that the filing of a tax lien which includes any Inventory or Accounts does not constitute a “Permitted Encumbrance”, even if being so contested.

“Permitted Indebtedness”: The following Indebtedness:

(a)

Indebtedness on account of the Credit Facilities.

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(b)

Indebtedness on account of the Subordinated Indebtedness, or Indebtedness on account of refinancing of the Subordinated Indebtedness, which Indebtedness is on similar terms as the existing Subordinated Indebtedness, is subordinate to the payment of the Liabilities upon terms acceptable to the Administrative Agent in its reasonable discretion, and is otherwise acceptable to the Administrative Agent in its reasonable discretion.

(c)

Indebtedness on account of the Convertible Notes, or Indebtedness on account of refinancing of the Convertible Notes, which Indebtedness is on similar terms as the Indenture, is subordinate to the payment of the Liabilities, and is otherwise acceptable to the Administrative Agent in its reasonable discretion.

(d)

Rochester Indebtedness

(e)

Capital Leases and purchase money Indebtedness secured by Permitted Encumbrances.

(f)

Indebtedness assumed in connection with Permitted Acquisitions pursuant to Section 4.21 (it being understood that the principal amount so assumed shall be deemed part of the purchase price of any such Permitted Acquisition) and any refinancing or replacement thereof on terms and conditions (including, without limitation, interest rate and providing that, in any event, the principal amount thereof shall not exceed that outstanding on the date of refinance or replacement) at least as favorable as those being refinanced or replaced.

(g)

Intercompany Indebtedness permitted under Section 4.22.

(h)

Indebtedness arising with respect to any Hedge Agreement.

(i)

Indebtedness arising from a guaranty by a Loan Party of the Indebtedness of a Borrower with respect to a Borrower’s ordinary course trade payables.

(j)

Indebtedness on account of the Canton Lease.

“Permitted Investments”: Any or all of the following:

(a) marketable direct full faith and credit obligations of, or marketable obligations guaranteed by, the United States of America; provided that such securities, as a group, may not, on the date of determination, have a remaining weighted average maturity of more than five years;

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(b) marketable direct full faith and credit obligations of States of the United States or of political subdivisions or agencies; provided that such securities, as a group, may not, on the date of determination, have a remaining weighted average maturity of more than five years; and provided, further, that such obligations carry a rating of “A” or better by a Rating Service;

(c) certificates of deposit and bankers acceptances maturing within one year after the acquisition thereof issued by (i) Bank of America; or (ii) any commercial bank organized under the laws of the United States of America or of any political subdivision thereof the long term obligations of which are rated “A” or better by a Rating Service;

(d) Eurodollar certificates of deposit maturing within one year after the acquisition thereof issued by any commercial bank having combined capital, surplus and undivided profits of at least $1 billion;

(e) tax-exempt bonds or notes which have a remaining maturity at the time of purchase of no more than five years issued by any State of the United States or the District of Columbia, or any political subdivision thereof; provided, that such obligations carry a rating of “A” or better by a Rating Service;

(f) the Term Note made payable by LP Innovations Acquisition Corp. to LP Innovations, Inc. dated as of April 25, 2006 in the original principal amount of $2,200,000.00, which note is currently held by Canton PL liquidating Corp.; and

(g) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof;

(h) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria described in clause (c) above or with any primary dealer and having a market value at the time that such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such counterparty entity with whom such repurchase agreement has been entered into;

(i) Investments, classified in accordance with GAAP as current assets of the Loan Parties, in any money market fund, mutual fund, or other investment companies that are registered under the Investment

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Company Act of 1940, as amended, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and which invest substantially in one or more of the types of securities described in clauses (a), (b), (c) or (g) above.

“Permitted Protective OverAdvance” Is defined in Section 15.3(a).

“Permitted Repurchase”: The repurchase, repayment, redemption, or acquisition by the Borrowers of Casual Male’s capital stock or the Convertible Notes, provided, that (i) as of the date of such repurchase, repayment, redemption, or acquisition, and immediately after giving effect thereto, there exists no Default; (ii) as of the date of such repurchase, repayment, redemption, or acquisition and immediately after giving effect thereto, the Total Facility Usage Ratio does not exceed 80% as determined by the Agent based upon the most recent Borrowing Base Certificate delivered to the Agent pursuant to Section 5.4 of the Loan Agreement; and (iii) the Borrowers’ Representative has delivered to the Agent contemporaneously with the quarterly officers certificate delivered pursuant to Section 5.6 of the Loan Agreement pro forma financial projections on a monthly basis demonstrating immediately after giving effect to all repurchases, repayments, redemptions, or acquisitions, the Total Facility Usage Ratio would not exceed 80% as determined on a pro forma basis over the twelve (12) months next following the month during which the repurchase, repayment, redemption, or acquisition, occurs which projections are in form and substance satisfactory to the Agent and are based on reasonable projections of the financial performance of the Borrowers and are accompanied by a certificate of the Borrowers’ Representative’s Chief Executive Officer, President or Chief Financial Officer certifying that such projections are accurate and complete, provided, that at any time the actual repurchases, repayments, redemptions, or acquisitions, made during any Fiscal quarter exceed those projected to be made for such Fiscal quarter as set forth in the certificate described in clause (iii) hereof, Borrowers’ Representatives shall promptly deliver to the Agent updated monthly pro forma financial projections demonstrating compliance with the requirements set forth in clause (iii) hereof based on the actual repurchases, repayments, redemptions, or acquisitions made together with a certificate of the Borrowers’ Representative’s Chief Executive Officer, President or Chief Financial Officer certifying the updated projections as accurate and complete.

“Person”: Any natural person, and any corporation, limited liability company, trust, partnership, joint venture, or other enterprise or entity.

“Post Foreclosure Asset”: All or any part of the Collateral, ownership of which is acquired by the Collateral Agent or a Nominee on account of the “bidding in” at a disposition as part of a Liquidation or by reason of a “deed in lieu” type of transaction.

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“Proceeds”: Includes, without limitation, “Proceeds” as defined in the UCC and each type of property described in Section 8.1 hereof.

“Pro-Rata”: A proportional distribution based upon a Lender’s percentage claim to the overall aggregate amount being distributed.

“Protective OverAdvances”: Revolving Credit Loans which are OverLoans, but as to which each of the following conditions is satisfied: (a) the Revolving Credit Commitments are not exceeded; (b) when aggregated with all other Protective OverAdvances, such Revolving Credit Loans do not aggregate more than 5% of the aggregate of the Borrowing Base; and (c) such Revolving Credit Loans are made or undertaken in the Agents’ discretion to protect and preserve the interests of the Lenders.

“RBT”: Collectively Casual Male RBT, LLC and Casual Male RBT (U.K.), LLC.

“Receipts”: All cash, cash equivalents, money, checks, credit card slips, receipts and other Proceeds from any sale of the Collateral.

“Register”: Is defined in Section 16.2(c).

“Requirements of Law”: As to any Person:

(a) Applicable Law.

(b) That Person’s organizational documents.

“Reserve Percentage”: The decimal equivalent of that rate applicable to any Lender under regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement of Lender with respect to “Eurocurrency liabilities” as defined in such regulations. The Reserve Percentage applicable to a particular Libor Loan shall be based upon that in effect during the subject Interest Period, with changes in the Reserve Percentage which take effect during such Interest Period to take effect (and to consequently change any interest rate determined with reference to the Reserve Percentage) if and when such change is applicable to such loans.

“Reserves”: The following: Availability Reserves and Inventory Reserves.

“Retail”: As reflected in a Loan Party’s stock ledger, being the current ticket price aggregated by SKU, except that to the extent that Eligible Inventory is not reflected in the stock ledger, in which case “Retail” shall be determined as tracked on such non stock ledger inventory systems of a Loan Party which are deemed adequate for such purpose by the Administrative Agent in the exercise of the Administrative Agent’s discretion.

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“Revolving Credit Commitments”: The aggregate of each Revolving Credit Lender’s Revolving Credit Dollar Commitment which as of the Closing Date is $100,000,000.00.

“Revolving Credit Dollar Commitment”: As to each Revolving Credit Lender, the amount set forth on EXHIBIT 2.25, annexed hereto (as such amounts may change in accordance with the provisions of this Agreement).

“Revolving Credit Fees”: The Revolving Credit Unused Line Fee, Commitment Fee, fees for L/C’s which are specifically for the account of the Revolving Credit Lenders and all other fees (such as a fee (if any) on account of the execution of an amendment of a Loan Document) payable by any Borrower in respect of the Revolving Credit Loans other than any amount payable to an Agent as reimbursement for any cost or expense incurred by that Agent on account of the discharge of that Agent’s duties under the Loan Documents.

“Revolving Credit Lenders”: Each Revolving Credit Lender to which reference is made in the Preamble and any other Person who becomes a “Revolving Credit Lender” in accordance with the provisions of this Agreement.

“Revolving Credit Loans”: Loans made by the Revolving Credit Lenders under the Credit Facilities.

“Revolving Credit Note”: Is defined in Section 2.11.

“Revolving Credit Obligations”: The aggregate of the Borrowers’ liabilities, obligations, and indebtedness of any character on account of or in respect of the Revolving Credit Loans under the Credit Facilities.

“Revolving Credit Percentage Commitment”: As to each Revolving Credit Lender, the amount set forth on EXHIBIT 2.25, annexed hereto (as such amounts may change in accordance with the provisions of this Agreement).

“Revolving Credit Unused Line Fee”: Is defined in Section 2.18

“Rochester Acquisition”: The acquisition by Casual Male and certain of its Affiliates of substantially all of the assets of Rochester Big and Tall in accordance with the terms of the Rochester Acquisition Agreement.

“Rochester Acquisition Agreement”: The Asset Purchase Agreement dated as of August 18,2004 among Rochester Big and Tall and certain of its Affiliates and Casual Male and certain of its Affiliates, as amended from time to time with the consent of the Agent.

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“Rochester Big and Tall”: Rochester Big and Tall Clothing, Inc.

“Rochester Indebtedness”: Indebtedness under Section 2.5.3 of the Rochester Acquisition Agreement.

“SEC”: The Securities and Exchange Commission.

“Secured Parties”: Collectively and each individually, the Lenders, the Agent, and Issuer.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto

“Stated Amount”: The maximum amount for which an L/C may be honored.

“Store”: Each location at which a Loan Party regularly offers Inventory for sale to the public.

“Subordinated Indebtedness”: Includes (i) the Indebtedness evidenced by the 5% Subordinated Note; and (ii) the Indebtedness evidenced by the Convertible Notes.

“Subordination Agreements”: The several Subordinated Agreements between the holders of the 5% Subordinated Note, on the one hand, and Fleet Retail Group, Inc, and the Borrowers, on the other hand, each dated as of May 14, 2002.

“Subsidiary”: With respect to any Person, any corporation, partnership or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person.

“SuperMajority Lenders”: Lenders (other than Delinquent Lenders) holding 66²/3% or more of the Total Commitments (other than Loan Commitments held by a Delinquent Lender).

“SuperMajority Revolving Credit Lenders”: Revolving Credit Lenders (other than Delinquent Lenders) holding 66-2/3% or more of the Revolving Credit Commitments (other than such Loan Commitments held by a Delinquent Lender).

“Supporting Obligation”: Has the meaning given that term in UCC and also refers to a Letter-of-Credit Right or secondary obligation which supports the payment or performance of an Account, Chattel Paper, a Document, a General Intangible, an Instrument, or Investment Property.

“SwingLine”: The facility pursuant to which the SwingLine Lender may advance Revolving Credit Loans aggregating up to the SwingLine Loan Ceiling.

“SwingLine Lender”: Bank of America, N.A.

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“SwingLine Loan Ceiling”: $15,000,000.

“SwingLine Loans”: Defined in Section 2.9.

“Termination Date”: The earliest of (a) the Maturity Date; or (b) the Administrative Agent’s notice to the Borrowers’ Representative setting the Termination Date on account of the occurrence of any Event of Default; or (c) a date, irrevocable written notice of which is provided by the Borrowers’ Representative to the Administrative Agent, which is at least ninety (90) days after the date of such written notice.

“Total Commitments”: means the aggregate of the Last Out Commitments and the Revolving Credit Commitments.

“Total Facility Usage”: At any time, the sum of the Revolving Credit Loans outstanding, the SwingLine Loans outstanding, the aggregate undrawn Stated Amount of all then outstanding L/Cs and the Last Out Revolving Loans outstanding.

“Total Facility Usage Ratio”: The ratio, expressed as a percentage, of (a) at any time when any Last Out Revolving Loans are outstanding, (i) the Total Facility Usage at such time, to (ii) the lesser of (A) the Total Commitments at such time, or (B) the Last Out Borrowing Base at such time and (b) at all other times, (i) the Total Revolving Facility Usage at such time, to (ii) the lesser of (A) the Revolving Loan Commitments at such time or (B) the Borrowing Base at such time.

“Total Revolving Facility Usage”: At any time, the sum of the Revolving Credit Loans outstanding, the aggregate undrawn Stated Amount of all then outstanding L/Cs and the SwingLine Loans outstanding.

“Transfer”: Wire transfer pursuant to the wire transfer system maintained by the Board of Governors of the Federal Reserve Board, or as otherwise may be agreed to from time to time by the Administrative Agent making such Transfer and the subject Revolving Credit Lender. Wire instructions may be changed in the same manner that Notice Addresses may be changed (Section 17.1), except that no change of the wire instructions for Transfers to any Revolving Credit Lender shall be effective without the consent of the Administrative Agent.

“Type”: As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.

“UCC”: The Uniform Commercial Code as in effect from time to time in Massachusetts.

“Unanimous Consent”: Consent of Lenders (other than Delinquent Lenders) holding 100% of the Total Commitments (other than Loan Commitments held by a Delinquent Lender).

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“Unused Line Fee”: Is defined in Section 2.18.

ARTICLE 2 - COMMITMENTS AND CREDIT EXTENSIONS:

2.1. ESTABLISHMENT OF CREDIT FACILITIES.

(a) The Lenders hereby establish the revolving line of credit and the last out revolving credit facility (collectively, the “Credit Facilities”) in the Borrowers’ favor pursuant to which each Lender, subject to, and in accordance with, this Agreement, acting through the Administrative Agent, shall make loans and advances and otherwise provide financial accommodations to and for the account of the Borrowers as provided herein.

(b) Loans, advances, and financial accommodations under the Credit Facilities shall be subject to Availability and Last Out Availability, as applicable. The Borrowing Base, Last Out Borrowing Base, Availability and Last Out Availability shall be determined by the Administrative Agent by reference to Borrowing Base Certificates furnished as provided in Section 5.4, below, and shall be subject to the following:

(i) Such determination shall take into account such Reserves as the Administrative Agent may determine as being applicable thereto.

(ii) The Cost of Eligible Inventory will be calculated in a manner consistent with current tracking practices, based on stock ledger inventory at Cost.

(c) The commitment of each Lender to provide such loans, advances, and financial accommodations is subject to Section 2.25.

(d) The proceeds of borrowings under the Credit Facilities shall be used solely as follows:

(i) For the Borrowers’ working capital needs and general corporate purposes.

(ii) For advances by the Borrowers to Guarantors to finance the purchases by Guarantors of Inventory pursuant to the Inventory Purchase Agreement and to permit such Guarantors to pay ordinary course operating expenses (including, without limitation, rent, utilities and taxes).

(iii) For Capital Expenditures to the extent permitted by this Agreement.

(iv) For Permitted Repurchases in accordance with the terms and conditions of this Agreement.

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2.2. ADVANCES IN EXCESS OF BORROWING BASE (OVERLOANS).

(a) No Revolving Credit Lender has any obligation to make any loan or advance, or otherwise to provide any credit to or for the benefit of the Borrowers where the result of such loan, advance, or credit is an OverLoan.

(b) The Revolving Credit Lenders’ obligations, among themselves, are subject to Section 12.3(a) (which relates to each Revolving Credit Lender’s making amounts available to the Administrative Agent) and to Section 15.3(a) (which relates to Protective OverAdvances).

(c) The Revolving Credit Lenders’ providing of an OverLoan on any one occasion does not affect the obligations of each Borrower hereunder (including each Borrower’s obligation to immediately repay any amount which otherwise constitutes an OverLoan) nor obligate the Revolving Credit Lenders to do so on any other occasion.

2.3. INITIAL RESERVES. CHANGES TO RESERVES.

(a) At the execution of this Agreement, the only Reserves are as reflected on the Borrowing Base Certificate, a specimen of which is annexed hereto as EXHIBIT 5.4.

(b) The Administrative Agent shall provide not less than seven (7) days prior notice to the Borrowers’ Representative of the establishment of any Reserve (other than those established at the execution of this Agreement) except that the following may be undertaken without such prior notice:

(i) a change to the amount of a then existing Reserve (as distinguished from a change by which such Reserve is measured or determined), which change reflects the Administrative Agent’s reasonable determination of changed circumstances (e.g. the amount of the Reserve for Customer Credit Liability will change based on the aggregate of Customer Credit Liability at any one time); and

(ii) the creation of, or a change to an existing, Reserve on account of circumstances which the Administrative Agent determines as having a material adverse change on the maintenance of loan to collateral values.

2.4. RISKS OF VALUE OF COLLATERAL. The Administrative Agent’s reference to a given asset in connection with the making of loans, credits, and advances and the providing of financial accommodations under the Credit Facilities and/or the monitoring of compliance with the provisions hereof shall not be deemed a determination by the Administrative Agent or any Lender relative to the actual value of the asset in question. All risks concerning the value of the Collateral are and remain upon the Borrowers. All Collateral secures the prompt, punctual, and faithful performance of the Liabilities whether or not relied upon by the Administrative Agent in connection with the making of loans, credits, and advances and the providing of financial accommodations under the Credit Facilities.

2.5. COMMITMENT TO MAKE REVOLVING CREDIT LOANS AND SUPPORT LETTERS OF CREDIT. Subject to the provisions of this Agreement, the Revolving Credit Lenders shall make a loan or advance under the Credit Facilities and the Administrative Agent shall cause L/C’s to be issued for the account of the Borrowers’ Representative, in each instance if duly and timely requested by the Borrowers’ Representative as provided herein provided that:

(a) No OverLoan is then outstanding and none will result therefrom.

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(b) No Default has occurred and is continuing or will occur as a result of the borrowing of such loan or advance or the issuance of such L/C.

(c) Notwithstanding the foregoing, (a) the Borrowers shall not request, and the Revolving Credit Lenders shall not advance, any Revolving Credit Loans (other than (x) SwingLine Loans and (y) Revolving Credit Loans used to reimburse a draw on a Letter of Credit) at any time when (i) the Excess Availability Ratio is less than 50% and (ii) there exists any Last Out Availability and (b) at any time when any Last Out Revolving Loans are outstanding, the Borrowers shall not request, and the Revolving Credit Lenders shall not advance, any additional Revolving Credit Loans unless the Last Out Availability equals zero.

2.6. COMMITMENT TO MAKE LAST OUT REVOLVING LOANS.

Subject to the terms and conditions set forth in this Agreement, each of the Last Out Revolving Lenders agrees to lend to the Borrowers and the Borrowers may borrow, repay (subject to Section 2.13), and reborrow such Last Out Revolving Loans up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Last Out Revolving Lender’s Last Out Revolving Credit Dollar Commitment, provided that (in each case, after giving effect to all amounts requested) (a) the Last Out Availability shall not be less than zero, and (b) the Aggregate Availability shall not be less than zero.

(a) The Borrowers shall borrow Last Out Revolving Loans in an amount equal to the Last Out Availability at any time when (a) the Excess Availability Ratio is less than 50% and (b) there exists any Last Out Availability, prior to any additional borrowings of Revolving Credit Loans, SwingLine Loans or the issuance or amendment of an L/C. If at any time when Last Out Revolving Loans are outstanding and Last Out Availability is great than zero, the Borrowers shall borrow additional Last Out Revolving Loans in an amount required so that the Last Out Availability equals zero.

(b) The Last Out Revolving Loans shall be made pro rata in accordance with each Last Out Revolving Lender’s Last Out Revolving Commitment Percentage.

2.7. LOAN REQUESTS.

(a) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan may be requested by the Borrowers’ Representative in such manner as may from time to time be reasonably acceptable to the Administrative Agent.

(b) Subject to the provisions of this Agreement, the Borrowers’ Representative may request a Loan and elect an interest rate and Interest Period to be applicable to that Loan by giving notice to the Administrative Agent by no later than the following:

(i) If such Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ Representative, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.00.

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(ii) If such Loan is to be, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 in excess of such minimum.

(iii) Any Libor Loan which matures while a Default has occurred and is continuing shall be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Loan is to be continued as a Libor Loan.

(c) Any request for a Loan or for the continuance or conversion of an interest rate applicable to a Loan which is made after the applicable deadline therefore, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Loan or for the conversion of a Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent.

(d) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.20.

(e) The Administrative Agent may rely on any request for a loan or advance, or other financial accommodation under the Agreement which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be satisfactory to the Administrative Agent.

(f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct:

(i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement.

(ii) Each representation, not relating to a specific date, which is made herein or in any of the Loan Documents is then true and correct in all material respects as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date).

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(iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing.

(g) If, at any time or from time to time, a Default shall occur:

(i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C.

(ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

2.8. MAKING OF LOANS.

(a) A loan or advance under this Agreement shall be made by the transfer of the proceeds of such loan or advance to the Operating Account or as otherwise instructed by the Borrowers’ Representative.

(b) A loan or advance shall be deemed to have been made under this Agreement (and the Borrowers shall be indebted to the Administrative Agent and the Lenders for the amount thereof immediately) at the following:

(i) The Administrative Agent’s initiation of the transfer of the proceeds of such loan or advance in accordance with the Borrowers’ Representative’s instructions (if such loan or advance is of funds requested by the Borrowers’ Representative).

(ii) The charging of the amount of such loan to the Loan Account (in all other circumstances).

(i) Any delay, beyond the reasonable control of the Agents and the Lenders, in the making of any loan or advance requested under this Agreement.

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(ii) Any delay, beyond the reasonable control of the Agents and the Lenders, by any bank or other depository institution in treating the proceeds of any such loan or advance as collected funds.

(iii) Any delay in the receipt, and/or any loss, of funds which constitute a loan or advance under this Agreement, the wire transfer of which was properly initiated by the Administrative Agent in accordance with wire instructions provided to the Administrative Agent by the Borrowers’ Representative.

2.9. SWINGLINE LOANS.

(a) For ease of administration, Base Margin Loans may be made by the SwingLine Lender (in the aggregate, the “SwingLine Loans”) in accordance with the procedures set forth in this Agreement for the making of loans and advances under the Credit Facilities. The unpaid principal balance of the SwingLine Loans shall not at any one time be in excess of the SwingLine Loan Ceiling.

(b) The aggregate unpaid principal balance of SwingLine Loans shall bear interest at the rate applicable to Base Margin Loans and shall be repayable as a Revolving Credit Loan.

(c) The Borrowers’ obligation to repay SwingLine Loans shall be evidenced by a Note in the form of EXHIBIT 2.9, annexed hereto, executed by the Borrowers, and payable to the SwingLine Lender. Neither the original nor a copy of that Note shall be required, however, to establish or prove any Liability. The Borrowers shall execute a replacement of any SwingLine Note which has been lost, mutilated, or destroyed thereof and deliver such replacement to the SwingLine Lender.

(d) For all purposes of this Loan Agreement, the SwingLine Loans and the Borrowers’ obligations to the SwingLine Lender constitute Revolving Credit Loans and are secured as “Liabilities”.

(e) SwingLine Loans may be subject to periodic settlement with the Revolving Credit Lenders as provided in this Agreement.

2.10. THE LOAN ACCOUNT.

(a) An account (“Loan Account”) shall be opened on the books of the Administrative Agent in which a record shall be kept of all loans and advances made under the Credit Facilities.

(b) The Administrative Agent shall also keep a record (either in the Loan Account or elsewhere, as the Administrative Agent may from time to time elect) of all interest, fees, service charges, costs, expenses, and other debits owed to the Administrative Agent and each Lender on account of the Liabilities and of all credits against such amounts so owed.

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(c) All credits against the Liabilities shall be conditional upon final payment to the Administrative Agent for the account of each Lender of the items giving rise to such credits. The amount of any item credited against the Liabilities which is charged back against the Administrative Agent or any Lender for any reason or is not so paid shall be a Liability and, if arising under the Credit Facilities, shall be added to the Loan Account, whether or not the item so charged back or not so paid is returned.

(d) Except as otherwise provided herein, all fees, service charges, costs, and expenses for which any Borrower is obligated hereunder are payable on demand. In the determination of Availability or Aggregate Availability, the Administrative Agent may deem fees, service charges, accrued interest, and other payments which will be due and payable between the date of such determination and the first day of the then next succeeding month as having been advanced under the Credit Facilities whether or not such amounts are then due and payable.

(e) The Administrative Agent, without the request of the Borrowers’ Representative, may advance under the Credit Facilities any interest, fee, service charge, or other payment to which any Agent or any Lender is entitled from any Borrower pursuant hereto and may charge the same to the Loan Account notwithstanding that an OverLoan may result thereby. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and each Borrower’s obligations under Section 2.13(b). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.10(e) shall bear interest at the interest rate then and thereafter applicable to Base Margin Loans.

(f) In the absence of manifest error, a statement rendered by the Administrative Agent or any Lender to the Borrowers’ Representative concerning the Liabilities shall be considered correct and accepted by each Borrower and shall be conclusively binding upon each Borrower unless the Borrowers’ Representative provides the Administrative Agent with written objection thereto within thirty (30) days from the mailing of such statement, which written objection shall indicate, with particularity, the reason for such objection. In the absence of manifest error, the Loan Account and the Administrative Agent’s books and records concerning the loan arrangement contemplated herein and the Liabilities shall be prima facie evidence and proof of the items described therein.

2.11. THE REVOLVING CREDIT NOTES. The Borrowers’ obligation to repay Revolving Credit Loans with interest as provided herein, shall be evidenced by notes (each, a “Revolving Credit Note”) in the form of EXHIBIT 2.11, annexed hereto, executed by each Borrower, one payable to each Revolving Credit Lender. Neither the original nor a copy of any Revolving Credit Note shall be required, however, to establish or prove any Liability. Upon the Borrowers’ Representative’s being provided with an affidavit, from the Administrative Agent to the effect that any Revolving Credit Note has been lost, mutilated, or destroyed, the Borrowers shall execute a replacement thereof and deliver such replacement to the Administrative Agent.

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2.12. THE LAST OUT REVOLVING NOTES. The Borrowers’ obligation to repay the Last Out Revolving Loans, with interest as provided herein, shall be evidenced by notes (each, a “Last Out Revolving Note”) in the form of EXHIBIT 2.12, annexed hereto, executed by each Borrower, one payable to each Last Out Revolving Lender. Neither the original nor a copy of any Last Out Revolving Note shall be required, however, to establish or prove any Liability. Upon the Borrowers’ Representative’s being provided with an affidavit, from the Administrative Agent to the effect that any Last Out Revolving Note has been lost, mutilated, or destroyed, the Borrowers shall execute a replacement thereof and deliver such replacement to the Administrative Agent.

2.13. PAYMENT OF THE LOAN ACCOUNT.

(a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans.

(b) The Borrowers, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding.

(c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date.

(d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e).

(e) The Borrowers shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following:

(i) Default by any Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender in order to maintain its Libor Loans.

(ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative has given (or is deemed to have given) a request for a Loan or a request to convert a Loan from one applicable interest rate to another.

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(iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

2.14. INTEREST ON LOANS.

(a) Each Loan shall bear interest at the Base Margin Rate unless timely notice is given (as provided in Section 2.7) that the subject Loan (or a portion thereof) is, or is to be converted to, a Libor Loan.

(b) Each Loan which consists of a Libor Loan shall bear interest at the applicable Libor Rate.

(c) Subject to, and in accordance with, the provisions of this Agreement, the Borrowers’ Representative may cause all or a part of the unpaid principal balance of the Loan Account to bear interest at the Base Margin Rate or the Libor Rate as specified from time to time by notice to the Administrative Agent. For ease of reference and administration, each part of the Loan Account which bears interest at the same interest and for the same Interest Period is referred to herein as if it were a separate “Loan”.

(d) The Borrowers’ Representative shall not select, renew, or convert any interest rate for a Loan such that, in addition to interest at the Base Margin Rate, there are more than seven (7) Libor Rates applicable to the Loans at any one time, provided, that no more than two (2) Libor Rate Loans having an Interest Period of less than one (1) month may be selected by the Borrowers’ Representative in any thirty day period.

(e) The Borrowers shall pay accrued and unpaid interest on each Loan in arrears as follows:

(i) On the applicable Interest Payment Date for that Loan.

(ii) On the Termination Date and on the End Date.

(iii) Following the occurrence of any Event of Default, with such frequency as may be determined by the Administrative Agent.

(f) Following the occurrence of any Event of Default (and whether or not the Administrative Agent exercises the Administrative Agent’s rights on account thereof), all Loans shall bear interest, at the option of the Administrative Agent or at the instruction of the SuperMajority Lenders, at a rate which is the aggregate of the rate applicable to Base Margin Loans plus three percent (3%) per annum.

2.15. ARRANGEMENT FEE.

In consideration of the Agent and Bank of America Securities LLC (“BAS”) having arranged the Credit Facilities for the Borrowers, there has been earned by BAS and the Borrowers shall pay the “Arrangement Fee” to BAS in the amount and payable as provided in the Fee Letter.

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2.16. FEE. In consideration of the commitment to make loans and advances to the Borrowers under this Agreement, and to maintain sufficient funds available for such purpose, there has been earned by the Lenders and the Borrowers shall pay the “Commitment Fee” (so referred to herein) to the Administrative Agent on behalf of the Lenders in the amount and as payable as provided in the Fee Letter.

2.17. ADMINISTRATIVE AGENT’S FEE. In addition to any other fee or expense to be paid by the Borrowers on account of the Credit Facilities, the Borrowers shall pay the Administrative Agent the “Administrative Agent’s Fee” at the times and in the amounts as set forth in the Fee Letter.

2.18. UNUSED LINE FEE. In addition to any other fee to be paid by the Borrowers on account of the Credit Facilities, the Borrowers shall pay the Administrative Agent (i) the “Revolving Credit Unused Line Fee” (so referred to herein) of 0.25% per annum of the average difference, during the quarter just ended (or relevant period with respect to the payment being made on the Termination Date) between the Revolving Credit Commitments and the aggregate of the unpaid principal balance of the Revolving Credit Loans and the undrawn Stated Amount of L/C’s outstanding during the relevant period; and (ii) the “Last Out Unused Line Fee” (so referred to herein) of 0.375% per annum of the average difference, during the quarter just ended (or relevant period with respect to the payment being made on the Termination Date) between the Last Out Credit Commitments and the aggregate of the unpaid principal balance of the Last Out Revolving Loans outstanding during the relevant period (the Revolving Credit Unused Line Fee and the Last Out Unused Line Fee shall be collectively referred to herein as the “Unused Line Fee”). The Unused Line Fee shall be paid in arrears, on the first day of each quarter after the execution of this Agreement and on the Termination Date.

2.19. AGENTS’ AND LENDERS’ DISCRETION.

(a) Each reference in the Loan Documents to the exercise of discretion, reasonable discretion, or the like by any Agent or any Lender shall be to such Person’s reasonable exercise of its judgment, in good faith (which shall be rebuttably presumed), based upon such Person’s consideration of any such factors as that Agent or that Lender, taking into account information of which that Person then has actual knowledge, reasonably believes:

(i) Will or reasonably could be expected to affect, in more than a de minimis manner, the value of the Collateral, the enforceability of the Collateral Agent’s Collateral Interests therein, or the amount which the Collateral Agent would likely realize therefrom (taking into account delays which may possibly be encountered in the Collateral Agent’s realizing upon the Collateral and likely Costs of Collection).

(ii) Indicates that any report or financial information delivered to any Agent or any Lender by or on behalf of any Loan Party is incomplete, inaccurate, or misleading in any material manner or was not prepared in accordance with the requirements of this Agreement.

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(iii) That a Default has occurred and is continuing.

(b) In the exercise of such judgment, each Agent or each Lender reasonably also may take into account any of the following factors:

(i) Those included in, or tested by, the definitions of “Eligible Accounts” and “Eligible Inventory”.

(ii) The current financial and business climate of the industry in which each Loan Party competes (having regard for that Loan Party’s position in that industry).

(iii) General macroeconomic conditions which have a material effect on the Loan Parties’ cost structure.

(iv) Material changes in or to the mix of the Borrowers’ Inventory.

(v) Seasonality with respect to the Borrowers’ Inventory and patterns of retail sales.

(vi) Such other factors as each Agent and each Lender reasonably determine as having a material bearing on credit risks associated with the providing of loans and financial accommodations to the Borrowers.

(c) The burden of establishing the failure of any Agent or any Lender to have acted in a reasonable manner in such Person’s exercise of such discretion shall be the Loan Parties’ and may be made only by clear and convincing evidence.

2.20. PROCEDURES FOR ISSUANCE OF L/C’S.

(a) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower. Each such request shall be in such manner as may from time to time be reasonably acceptable to the Administrative Agent.

(b) The Administrative Agent will endeavor to cause the issuance of any L/C so requested by the Borrowers’ Representative, provided that, at the time that the request is made, the Credit Facilities have not been suspended as provided in Section 2.7(g) and if so issued:

(i) The aggregate Stated Amount of all L/C’s then outstanding, does not exceed $20,000,000.

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(ii) The expiry of the L/C is not later than the earlier of thirty (30) days prior to the Maturity Date or the following:

(A) Standby’s: One (1) year from initial issuance.

(B) Documentaries: one hundred (100) days from issuance.

(iii) If the expiry of an L/C is later than the Maturity Date, it is 103% cash collateralized at its issuance.

(iv) An OverLoan will not result from the issuance of the subject L/C.

(c) Each Borrower shall execute such documentation to apply for and support the issuance of an L/C as may be required by the Issuer.

(d) There shall not be any recourse to, nor liability of, any Agent or any Lender on account of

(i) Any delay or refusal by an Issuer to issue an L/C;

(ii) Any action or inaction of an Issuer on account of or in respect to, any L/C except where there is a specific finding in a judicial proceeding (in which the Administrative Agent has had an opportunity to be heard), from which finding no further appeal is available, that the subject action or omission to act had been in actual bad faith or grossly negligent or constituted willful misconduct.

(e) The Borrowers shall reimburse the Issuer for the amount of any honoring of a drawing under an L/C on the same day on which such honoring takes place. The Administrative Agent, without the request of any Borrower, may make the Revolving Credit Loans (and charge to the Loan Account) the amount of any honoring of any L/C and other amount for which any Borrower, the Issuer, or the Revolving Credit Lenders become obligated on account of, or in respect to, any L/C. Such advance shall be made whether or not any Default has occurred and is continuing or such advance would result in an OverLoan. Such action shall not constitute a waiver of the Administrative Agent’s rights under Section 2.13(b) hereof.

2.21. FEES FOR L/C’S.

(a) The Borrowers shall pay to the Administrative Agent the following per annum fees on account of L/C’s, the issuance of which had been procured by the Administrative Agent monthly in arrears, and on the Termination Date and on the End Date based on the weighted average Stated Amount of L/C’s outstanding during the period in respect of which such fee is being paid except that, following the occurrence and during the continuance of any Event of Default (and whether or not the Administrative Agent exercises the Administrative Agent’s rights on account thereof), such fees, at the option of the Administrative Agent or the direction of the SuperMajority Revolving Credit Lenders, shall be the respective aggregate of those set forth below plus three percent (3%) per annum.

(i) Documentaries: The Libor Margin then in effect minus 50 basis points.

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(ii) Standbys: The Libor Margin then in effect.

(b) In addition to the fee to be paid as provided in Subsection 2.21(a) above, the Borrowers shall pay to the Administrative Agent (or to the Issuer, if so requested by Administrative Agent), on demand, all customary issuance, processing, negotiation, amendment, and administrative fees and other amounts charged by the Issuer on account of, or in respect to, any L/C.

(i) impose, modify or deem applicable any reserve, special deposit or similar requirements against letters of credit heretofore or hereafter issued by any Issuer or with respect to which any Revolving Credit Lender or any Issuer has an obligation to lend to fund drawings under any L/C; or

(ii) impose on any Issuer any other condition or requirements relating to any such letters of credit;

and the result of any event referred to in Section 2.21(c)(i) or 2.21(c)(ii), above, shall be to increase the cost to any Revolving Credit Lender or to any Issuer of issuing or maintaining any L/C (which increase in cost shall be the result of such Issuer’s reasonable allocation among that Revolving Credit Lender’s or Issuer’s letter of credit customers of the aggregate of such cost increases resulting from such events), then, upon demand by the Administrative Agent and delivery by the Administrative Agent to the Borrowers’ Representative of a certificate of an officer of the subject Revolving Credit Lender or the subject Issuer describing such change in law, executive order, regulation, directive, or interpretation thereof, its effect on such Revolving Credit Lender or such Issuer, and the basis for determining such increased costs and their allocation, the Borrowers shall immediately pay to the Administrative Agent, from time to time as specified by the Administrative Agent, such amounts as shall be sufficient to compensate the subject Revolving Credit Lender or the subject Issuer for such increased cost. In the absence of manifest error, any Revolving Credit Lender’s or any Issuer’s determination of costs incurred under Sections 2.21(c)(i) or 2.21(c)(ii), above, and the allocation, if any, of such costs among the Borrowers and other letter of credit customers of such Revolving Credit Lender or such Issuer, if done in good faith and made on an equitable basis and in accordance with such officer’s certificate, shall be conclusive and binding on the Borrowers.

2.22. CONCERNING L/CS.

(a) None of the Issuer, the Issuer’s correspondents, any Lender, any Agent, or any advising, negotiating, or paying bank with respect to any L/C shall be responsible in any way for:

(i) The performance by any beneficiary under any L/C of that beneficiary’s obligations to any Borrower.

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(ii) The form, sufficiency, correctness, genuineness, authority of any person signing; falsification; or the legal effect of; any documents called for under any L/C if (with respect to the foregoing) such documents on their face appear to be in order.

(b) The Issuer may honor, as complying with the terms of any L/C and of any drawing thereunder, any drafts or other documents otherwise in order, but signed or issued by an administrator, executor, conservator, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, or other legal representative of the party authorized under such L/C to draw or issue such drafts or other documents.

(i) Select an advising bank, if any.

(ii) Select a paying bank, if any.

(iii) Select a negotiating bank, if any.

(d) All directions, correspondence, and funds transfers relating to any L/C are at the risk of the Borrowers. The Issuer shall have discharged the Issuer’s obligations under any L/C which, or the drawing under which, includes payment instructions, by the initiation of the method of payment called for in, and in accordance with, such instructions (or by any other commercially reasonable and comparable method). None of the Agent, the Lenders, or the Issuer shall have any responsibility for any inaccuracy, interruption, error, or delay in transmission or delivery by post, telegraph or cable, or for any inaccuracy of translation.

(e) Each Agent’s, each Lender’s and the Issuer’s rights, powers, privileges and immunities specified in or arising under this Agreement are in addition to any heretofore or at any time hereafter otherwise created or arising, whether by statute or rule of law or contract.

(f) Except to the extent otherwise expressly provided hereunder or agreed to in writing by the Issuer and the Borrowers’ Representative, documentary L/C’s will be governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce, Publication No. 500, and standby L/C’s will be governed by International Standby Practices ISP98 (adopted by the International Chamber of Commerce on April 6, 1998) and any respective subsequent revisions thereof.

(g) The obligations of the Borrowers under this Agreement with respect to L/C’s are absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms hereof under all circumstances, whatsoever including, without limitation, the following:

(i) Any lack of validity or enforceability or restriction, restraint, or stay in the enforcement of this Agreement, any L/C, or any other agreement or instrument relating thereto.

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(ii) Any Borrower’s consent to any amendment or waiver of, or consent to the departure from, any L/C.

(iii) The existence of any claim, set-off, defense, or other right which any Borrower may have at any time against the beneficiary of any L/C.

(iv) Any good faith honoring of a drawing under any L/C, which drawing possibly could have been dishonored based upon a strict construction of the terms of the L/C.

(h) Each Issuer shall be deemed to have agreed as follows:

(i) That any action taken or omitted by that Issuer, that Issuer’s correspondents, or any advising, negotiating or paying bank with respect to any L/C and the related drafts and documents, shall be done in good faith and in compliance with foreign or domestic laws.

(ii) That the Borrowers shall not be required to indemnify the Issuer, the Issuer’s correspondents, or any advising, negotiating or paying bank with respect to any L/C for any claims, damages, losses, liabilities, costs or expenses to the extent, caused by (x) the willful misconduct or gross negligence of the Issuer, the Issuer’s correspondents, or any advising, negotiating or paying bank with respect to any L/C in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) the Issuer’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

2.23. CHANGED CIRCUMSTANCES.

(a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any of the following:

(i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans.

(ii) The continuation of or conversion of any Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Law.

(iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates.

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(b) In the event that the Administrative Agent advises the Borrowers’ Representative of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative that the circumstances giving rise to such notice no longer apply:

(i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Loans shall be suspended.

(ii) Any notice which the Borrowers’ Representative had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.23(a), shall be deemed at the option of the Administrative Agent to not having been given.

2.24. DESIGNATION OF BORROWERS’ REPRESENTATIVE AS BORROWERS’ AGENT.

(a) Each Borrower hereby irrevocably designates and appoints the Borrowers’ Representative as that Borrower’s agent to obtain loans and advances under the Credit Facilities, the proceeds of which shall be available to each Borrower for those uses set forth in this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to the Agents and each Lender on account of loans and advances so made as if made directly by the Lenders to that Borrower, notwithstanding the manner by which such loans and advances are recorded on the books and records of the Borrowers’ Representative and of any Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Borrowers’ Representative as that Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents.

(b) Each Borrower recognizes that credit available to it under the Credit Facilities is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Liabilities of each of the other Borrowers as if the Borrower which is so assuming and agreeing was each of the other Borrowers.

(c) The Borrowers’ Representative shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Borrowers’ Representative has requested a Loan.

(d) The proceeds of each loan and advance provided under the Credit Facilities which is requested by the Borrowers’ Representative shall be deposited into the Operating Account or as otherwise indicated by the Borrowers’ Representative. The Borrowers’ Representative shall cause the transfer of the proceeds thereof to the (those) Borrower(s) on whose behalf such loan and advance was obtained. Neither the Agent nor any Lender shall have any obligation to see to the application of such proceeds.

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2.25. LENDERS’ COMMITMENTS.

(a) Subject to Section 16.1 (which provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”, and “Revolving Credit Dollar Commitment” (respectively so referred to herein) is set forth on EXHIBIT 2.25, annexed hereto.

(b) Subject to Section 16.1 (which provides for assignments and assumptions of commitments), each Last Out Revolving Lender’s “Last Out Revolving Commitment Percentage”, and “Last Out Revolving Credit Dollar Commitment” (respectively so referred to herein) is set forth on EXHIBIT 2.25, annexed hereto.

(c) The obligations of each Revolving Credit Lender are several and not joint. No Revolving Credit Lender shall have any obligation to make any loan or advance under the Credit Facilities in excess of either of the following:

(i) That Revolving Credit Lender’s Revolving Credit Percentage Commitment of the subject loan or advance or of Availability.

(ii) That Revolving Credit Lender’s Revolving Credit Dollar Commitment.

(d) The obligations of each Last Out Revolving Lender are several and not joint. No Last Out Revolving Lender shall have any obligation to make any loan or advance under the Credit Facilities in excess of either of the following:

(i) That Last Out Revolving Lender’s Last Out Revolving Commitment Percentage of the subject loan or advance or of Last Out Availability.

(ii) That Last Out Revolving Lender’s Last Out Revolving Credit Dollar Commitment.

(e) No Lender shall have any liability to the Borrowers on account of the failure of any other Lender to provide any loan or advance under the Credit Facilities nor any obligation to make up any shortfall which may be created by such failure.

(f) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, Last Out Revolving Credit Dollar Commitment, Last Out Revolving Commitment Percentage, and identities of the Lenders (but not the Revolving Credit Commitments or Last Out Commitments) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages amongst the Lenders or with other Persons who determine to become a Lender; provided, however unless an Event of Default has occurred (in which event, no consent of any Borrower is required) any assignment to a Person not then a Lender shall be subject to the prior consent of the Borrowers’ Representative (not to be unreasonably withheld), which consent will be deemed given unless the Borrowers’ Representative provides the Administrative Agent with written objection not more than five (5) Business Days after the Administrative Agent shall have given the

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Borrowers’ Representative written notice of a proposed assignment, such notice to state that consent will be deemed given by the Borrowers’ Representative if written objection is not received by the Administrative Agent within such five (5) Business Days.

(g) Upon written notice given the Borrowers’ Representative from time to time by the Administrative Agent of any assignment or allocation referenced in Section 2.25(f):

(i) Each Borrower shall execute one or more replacement Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Notes to the Administrative Agent (which promptly thereafter shall deliver to the Borrowers’ Representative the Notes so replaced) provided however, in the event that a Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to any Borrower, the Administrative Agent, in lieu of causing the Borrowers to execute one or more new Notes, may issue the Administrative Agent’s Certificate confirming the resulting Dollar Commitments and Percentage Commitments.

(ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights, privileges, and obligations of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any Person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter.

2.26. REFERENCES TO ORIGINAL AGREEMENT. The terms “Loan and Security Agreement,” “this Agreement,” “Loan Agreement,” and similar references as used in the documents, instruments and agreements executed and/or delivered in connection with the Original Agreement, shall mean the Original Agreement as amended and restated hereby in its entirety, and each of such documents, instruments and agreements is hereby so amended. Except as specifically agreed herein or in any of the Loan Documents executed concurrently herewith, each of the Loan Documents executed and delivered in connection with the Original Agreement is hereby ratified and confirmed and shall remain in full force and effect in accordance with its terms. Without limitation of the foregoing, the Loan Parties hereby confirm that the Collateral Interests granted under the Original Agreement and each other applicable Loan Document continue to secure all of the Liabilities.

ARTICLE 3 - CONDITIONS PRECEDENT:

As a condition to the effectiveness of this Agreement, the establishment of the Credit Facilities, the making of the first loan under the Credit Facilities, each of the documents respectively described in Sections 3.1 through and including 3.11, (each in form and substance satisfactory to the Administrative Agent) shall have been delivered to the Administrative Agent, and the conditions respectively described in Sections 3.5 through and including 3.11, shall have been satisfied:

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3.1. DUE DILIGENCE.

(a) Certificates of good standing for each Loan Party, respectively issued by the Secretary of State for the state in which that Loan Party is organized.

(b) Certificates of due qualification, in good standing, issued by the Secretary of State for the Commonwealth of Massachusetts for those Loan Parties required to file to do business in the Commonwealth of Massachusetts.

(c) Certificates of each Loan Party’s clerk or secretary, as applicable, of the due adoption, continued effectiveness, and setting forth the texts of, each resolution adopted in connection with the establishment of the loan arrangement contemplated by the Loan Documents and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents.

3.2. OPINION. One or more reasonable and customary opinions of counsel to the Loan Parties

3.3. ADDITIONAL DOCUMENTS. Such additional instruments and documents as the Administrative Agent or its counsel reasonably may require or request.

3.4. OFFICERS’ CERTIFICATES. Certificates executed by (a) either the President or the Chief Executive Officer and (b) the Chief Financial Officer of the Borrowers’ Representative and stating that the representations and warranties made by the Loan Parties to the Agents and the Lenders in the Loan Documents are true and complete in all material respects as of the date of such Certificate, and that no event has occurred which is or which, solely with the giving of notice or passage of time (or both) would be an Event of Default.

3.5. Representations and Warranties. Each of the representations made by or on behalf of each Loan Party in this Agreement or in any of the other Loan Documents or in any other report, statement, document, or paper provided by or on behalf of each Loan Party shall be true and complete in all material respects as of the date as of which such representation or warranty was made.

3.6. ALL FEES AND EXPENSES PAID. All fees due at or immediately after the first funding under the Credit Facilities and all costs and expenses incurred by the Administrative Agent, and the Collateral Agent in connection with the establishment of the credit facilities contemplated hereby (including the reasonable fees and expenses of counsel to the Administrative Agent, and the Collateral Agent), shall have been paid in full.

3.7. COLLATERAL, ETC.

(a) Each document (including, without limitation, Uniform Commercial Code financing statements) required by law or requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent a first priority perfected security interest in the Collateral shall have been properly filed, registered or recorded in each jurisdiction where required and the Collateral Agent shall have a first priority perfected security interest in the Collateral, subject only to Permitted Encumbrances.

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(b) All accounts payable of the Loan Parties shall be within invoice terms (subject only to good faith disputes).

(c) The Inventory Purchase Agreement shall have been executed and delivered by all the Loan Parties, shall be in full force and effect and shall be satisfactory to the Administrative Agent.

3.8. No Default.

(a) No Default shall have occurred and be continuing.

(b) Except as specifically set forth on EXHIBIT 3.8(b), no default shall have occurred and be continuing under any material contract or other agreement to which any Loan Party is a party.

3.9. Financial Statements; Legal Due Diligence; No Adverse Change.

(a) The Administrative Agent shall be satisfied that all financial statements and projections delivered to it fairly present the Consolidated business and financial condition of the Borrowers and their Consolidated Subsidiaries.

(b) No event shall have occurred or failed to occur, which occurrence or failure is or could have a materially adverse effect upon any Loan Party’s financial condition when compared with the financial condition of such Loan Party as reflected in its most recent interim management prepared financial statements, annual report(s), public filings and projections provided to the Administrative Agent or any Lender.

(c) The Administrative Agent shall be satisfied that no information or materials supplied by or on behalf of the Loan Parties contain material misstatements or omissions which could be materially misleading.

(d) The Administrative Agent shall be satisfied that no materially adverse change in any governmental regulations or policies affecting any Loan Party or Agent shall have occurred.

3.10. NO LITIGATION. The Administrative Agent and its counsel shall have received evidence satisfactory to each that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against any Loan Party the result of which is reasonably likely to have a material adverse effect on such Loan Party or its businesses or assets.

3.11. BENEFIT OF CONDITIONS PRECEDENT. The conditions set forth in this Article 3 are for the sole benefit of each Agent and each Lender and may be waived by the Administrative Agent, in whole or in part, without prejudice to any Agent or any Lender.

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No document shall be deemed delivered to the Administrative Agent, the Collateral Agent, or any Lender until received and accepted by the Administrative Agent at its offices in Boston, Massachusetts. Under no circumstances shall this Agreement take effect until executed and accepted by the Administrative Agent at said offices.

ARTICLE 4 - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES:

To induce each Lender to establish the Credit Facilities contemplated herein and to induce the Lenders to provide loans and advances hereunder (each of which loans shall be deemed to have been made in reliance thereupon), respectively, as contemplated hereby, the Loan Parties, in addition to all other representations, warranties, and covenants made by any Loan Party in any other Loan Document, make those representations, warranties, and covenants included in this Agreement.

4.1. PAYMENT AND PERFORMANCE OF LIABILITIES. The Borrowers shall pay each payment Liability when due (or when demanded, if payable on demand) and shall promptly, punctually, and faithfully perform each other Liability.

4.2. DUE ORGANIZATION. AUTHORIZATION. NO CONFLICTS.

(a) Each Loan Party presently is and hereafter shall remain in good standing under the laws of the State in which it is organized, as set forth in the Preamble and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of such Loan Party’s assets or operation of such Loan Party’s business, such qualification is necessary, except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the business or assets of that Loan Party.

(b) Each Loan Party’s respective organizational identification number assigned to it by the State of its organization and its respective federal employer identification number is stated on EXHIBIT 4.2, annexed hereto.

(c) No Loan Party shall change its State of organization; any organizational identification number assigned to that Loan Party by that State; or that Loan Party’s federal taxpayer identification number on less than sixty (60) days prior written notice (in reasonable detail) to the Administrative Agent.

(d) Each Affiliate of the Loan Parties is listed on EXHIBIT 4.2. The Borrowers’ Representative shall provide the Administrative Agent with prior written notice of any entity’s becoming or ceasing to be an Affiliate.

(e) Each Loan Party has all requisite power and authority to execute and deliver all Loan Documents to which that Loan Party is a party and has and will hereafter retain all requisite power to perform all Liabilities.

(f) The execution and delivery by each Loan Party of each Loan Document to which it is a party; each Loan Party’s consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by that Loan Party to secure the Liabilities); each Loan Party’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof:

(i) Have been duly authorized by all necessary action.

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(ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of that Loan Party, where such contravention would have a material adverse effect on that Loan Party.

(iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of that Loan Party pursuant to any Requirement of Law or obligation, except pursuant to or as permitted by the Loan Documents.

(g) The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of each Loan Party, enforceable against each Loan Party in accordance with their respective terms, except as such enforceability may be subject to limitations on the rights and remedies of secured creditors generally imposed under bankruptcy or insolvency law and that the availability of equitable relief is subject to the discretion of the court from which such relief is sought.

4.3. TRADE NAMES.

(a) EXHIBIT 4.3, annexed hereto, is a listing of:

(i) All names under which any Loan Party conducted its business during the five (5) years preceding the date of this Agreement.

(ii) All Persons with whom any Loan Party consolidated or merged, or from whom any Loan Party acquired in a single transaction or in a series of related transactions substantially all of such Person’s assets, in each case during the five (5) years preceding the date of this Agreement.

(b) The Borrowers’ Representative will provide the Administrative Agent with not less than twenty-one (21) days prior written notice (with reasonable particularity) of any change to any Loan Party’s name from that under which that Loan Party is conducting its business at the execution of this Agreement and will not effect such change unless each Loan Party is then in compliance with all provisions of this Agreement.

4.4. INFRASTRUCTURE.

(a) Each Loan Party has and will maintain a sufficient infrastructure to conduct its business as presently conducted and as contemplated to be conducted following its execution of this Agreement.

(b) To the Borrowers’ knowledge, except as set forth in EXHIBIT 4.4(b), each Loan Party owns and possesses, or has the right to use (and will hereafter own, possess, or

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have such right to use) all patents, industrial designs, trademarks, trade names, trade styles, brand names, service marks, logos, copyrights, trade secrets, know-how, confidential information, and other intellectual or proprietary property of any third Person necessary for that Loan Party’s conduct of that Loan Party’s business except where the failure to own, possess, or have such right or use will not have more than a de minimis adverse effect on any Loan Party.

(c) To the Borrowers’ knowledge, the conduct by each Loan Party of that Loan Party’s business does not presently infringe (nor will any Loan Party conduct its business in the future so as to infringe) the patents, industrial designs, trademarks, trade names, trade styles, brand names, service marks, logos, copyrights, trade secrets, know-how, confidential information, or other intellectual or proprietary property of any third Person except where such infringement will not have no more than a de minimis adverse effect on that Loan Party.

4.5. LOCATIONS.

(a) The Collateral, and the books, records, and papers of the Loan Parties pertaining thereto, are kept and maintained solely at the following locations:

(i) The Borrowers’ Representative’s chief executive offices which are at 555 Turnpike Street, Canton, Massachusetts 02021.

(ii) Those locations which are listed on EXHIBIT 4.5, annexed hereto, which EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained and the names and addresses of each Loan Party’s landlord(s).

(b) No Loan Party shall remove any of the Collateral from said chief executive office or those locations listed on EXHIBIT 4.5 except for the following purposes:

(i) To accomplish sales of Inventory in the ordinary course of business or sales permitted by Section 4.14(d).

(ii) To move Inventory from one such location to another such location.

(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of business (such as motor vehicles).

(c) Except where caused by a force majeure or as otherwise agreed by the Administrative Agent, and except with respect to the locations referred to in Section 4.14(d) as to which five (5) days notice shall be deemed sufficient, no Loan Party shall cease the conduct of business at any of its present or future Stores for more than fifteen (15) consecutive days without first furnishing the Administrative Agent with not less than thirty (30) days (or such lesser period as the Administrative Agent may agree) prior written notice thereof.

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4.6. STORES.

(a) No Loan Party is or may commit to or become legally obligated to open additional Stores where such commitment, obligation, or opening is prohibited by, or would result in a breach of, this Agreement.

(b) Except for in-transit Inventory, no tangible personal property of any Loan Party (beyond a de minimis amount of such property) is in the care or custody of any third party or stored or entrusted with a bailee or other third party other than as otherwise consented to in writing by the Administrative Agent.

4.7. TITLE TO ASSETS.

(a) The Loan Parties are, and shall hereafter remain, the owners of the Collateral free and clear of all Encumbrances with the exceptions of the following:

(i) Encumbrances in favor of the Collateral Agent.

(ii) Permitted Encumbrances.

(b) Except as disclosed on EXHIBIT 4.7(b), annexed hereto, the Loan Parties do not have possession of any property on consignment to the Loan Parties and will not have possession of property on consignment hereafter.

(c) No Loan Party shall acquire or obtain the right to use any Equipment in which any third party has an interest, except for:

(i) Equipment which is merely incidental to the conduct of that Loan Party’s business; or

(ii) Equipment, the acquisition or right to use of which has been consented to by the Administrative Agent, which consent may be conditioned solely upon the Administrative Agent’s receipt of an agreement, substantially in the form of EXHIBIT 4.7(c)(ii), annexed hereto with the third party which has an interest in such Equipment; or

(iii) Equipment subject to Leases, Capital Leases or licenses otherwise permitted hereunder.

(d) No Affiliate (other than a Loan Party) which is owned, directly or indirectly, by a Loan Party has, and none will acquire, any assets other than assets of nominal value, unless (i) such acquisition of assets is not prohibited by another provision of this Agreement and (ii) the ownership interests of such Affiliate shall have been pledged to the Collateral Agent for the benefit of the Lenders as their interests may appear and the Collateral Agent has a first priority, perfected security interest in such ownership interests.

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4.8. INDEBTEDNESS.

(a) The Loan Parties do not, and shall not hereafter, have any Indebtedness with the exception of Permitted Indebtedness and shall not make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness except Permitted Indebtedness; provided, however, that the Loan Parties will not make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the Rochester Indebtedness or principal of or interest on any Subordinated Indebtedness except for the following:

(i) with respect to the 5% Subordinated Note, (x) regularly scheduled payments of interest and (y) commencing with May 14, 2003, regularly scheduled payments of principal (the aggregate of principal payments during any twelve month period not in any event to exceed $3,000,000), so long as in the case of any payment under clause (x) or (y), as of the date of such payment, and after giving effect thereto, there exists no Default; and

(ii) with respect to the Rochester Indebtedness the amount of the contingent purchase price, if any, as and when due pursuant to Section 2.5.3 of the Rochester Acquisition Agreement so long as on the date of any such payment, and after giving effect thereto,(x) there exist no Default; and (y) Excess Availability is greater than $12,500,000.00;

(iii) with respect to the Convertible Notes (a) regularly scheduled payments of interest so long as of the date of such payment, and after giving effect thereto, there exists no Default; (b) payment, prepayment and/or retirement of Indebtedness in connection with a Permitted Repurchase.

The terms and conditions (including without limitation, the payment terms thereunder (including, without limitation, the timing thereof)) of the Rochester Acquisition Agreement, the Convertible Notes, the Indenture, the 5% Subordinated Note, and Subordination Agreements may not be amended, modified or supplemented in any respect without the prior written consent of the Administrative Agent, and SuperMajority Lenders.

4.9. INSURANCE.

(a) EXHIBIT 4.9, annexed hereto, is a schedule of all insurance policies owned by the Loan Parties or under which any Loan Party is the named insured. Each of such policies is in full force and effect. Neither the issuer of any such policy nor any Loan Party is in default or violation of any such policy.

(b) The Loan Parties shall have and maintain at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be satisfactory to the Administrative Agent.

(c) All insurance carried by the Loan Parties shall provide for a minimum of thirty (30) days’ prior written notice of cancellation to the Administrative Agent and all such insurance which covers the Collateral shall include an endorsement in favor of the Agents, which endorsement shall provide that the insurance, to the extent of the Agent’s respective

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interest therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of any Loan Party or by the failure of any Loan Party to comply with any warranty or condition of the policy, and shall not include an endorsement in favor of any other Person except for endorsements naming one or more of the sellers under the Casual Male Acquisition Agreement as additional insureds to the extent required or contemplated by such Casual Male Acquisition Agreement.

(d) The coverage reflected on EXHIBIT 4.9 presently satisfies the foregoing requirements, it being recognized by each Loan Party, however, that such requirements may hereafter be modified as required by the Administrative Agent in its reasonable discretion to reflect changing circumstances.

(e) The Borrowers’ Representative shall furnish the Administrative Agent from time to time with certificates or other evidence satisfactory to the Administrative Agent regarding compliance by the Loan Parties with the foregoing requirements.

(f) In the event of the failure by the Loan Parties to maintain insurance as required herein, the Administrative Agent, at its option, may obtain such insurance, provided, however, the Administrative Agent’s obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Loan Parties’ failure to have maintained such insurance.

4.10. LICENSES. Each license, distributorship, franchise, and similar agreement issued to, or to which any Loan Party is a party, is in full force and effect, except where the failure thereof to be in full force and effect could not reasonably be expected to have a material adverse effect on the Loan Parties. Neither the Borrowers nor, to the best knowledge of the Borrowers, any other party to any such license or agreement is in default or violation thereof. No Loan Party has received any notice or threat of cancellation of any such license or agreement.

4.11. LEASES. EXHIBIT 4.11, annexed hereto, is a schedule of all presently effective Capital Leases. Exhibit 4.5 includes a list of all other presently effective Leases. Each of such Leases and Capital Leases is in full force and effect. Neither the Borrower nor, to the best knowledge of the Borrowers, any other party to any such Lease or Capital Lease is in default or violation of any such Lease or Capital Lease and no Loan Party has received notice or a threat of cancellation of any such Lease or Capital Lease. Each Loan Party hereby authorizes the Administrative Agent at any time and from time to time, with the consent of the Borrowers’ Representative and at any time following the occurrence of an Event of Default, to contact any of the Loan Parties’ respective landlords in order to confirm the Loan Parties’ continued compliance with the terms and conditions of the Lease(s) between the subject Loan Party and that landlord and to discuss such issues, concerning the subject Loan Party’s occupancy under such Lease(s), as the Administrative Agent may determine.

4.12. REQUIREMENTS OF LAW. Each Loan Party is in compliance with, and shall hereafter comply with and use its assets in compliance with, all Requirements of Law except where the failure of such compliance will not have more than a de minimis adverse effect on the Loan Party’s business. No Loan Party has received any notice of any violation of any

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Requirement of Law (other than of a violation which has no more than a de minimis adverse effect on the Loan Party’s business or assets), which violation has not been cured or otherwise remedied.

4.13. LABOR RELATIONS.

(a) Except as disclosed on EXHIBIT 4.13(a), annexed hereto, no Loan Party is presently a party to any collective bargaining or other labor contract.

(b) There is not presently pending and, to any Loan Party’s knowledge, there is not threatened any of the following:

(i) Any strike, slowdown, picketing, work stoppage, or material employee grievance process.

(ii) Any proceeding against or affecting any Loan Party relating to the alleged violation of any Applicable Law pertaining to labor relations or before National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable governmental body, organizational activity, or other labor or employment dispute against or affecting any Loan Party, which, if determined adversely to that Loan Party could have more than a de minimis adverse effect on that Loan Party.

(iii) Any lockout of any employees by any Loan Party (and no such action is contemplated by any Loan Party).

(iv) Any application for the certification of a collective bargaining agent.

(c) To the knowledge of the Borrowers’ Representative and each Loan Party, no material event has occurred or circumstance exists which could provide the basis for any work stoppage or other labor dispute.

(d) Each Loan Party:

(i) Has complied in all material respects with all Applicable Law relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing.

(ii) Is not liable for the payment of more than a de minimis amount of compensation, damages, taxes, fines, penalties, or other amounts, however designated, for that Loan Party’s failure to comply with any Applicable Law referenced in Section 4.13(d)(i).

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4.14. MAINTAIN PROPERTIES. The Loan Parties shall:

(a) Keep the Collateral in good order and repair (ordinary reasonable wear and tear and insured casualty excepted).

(b) Not suffer or cause the waste or destruction of any material part of the Collateral.

(d) Not sell, lease, or otherwise dispose of any of the Collateral, other than the following:

(i) The sale of Inventory in compliance with this Agreement.

(ii) The disposal of Equipment which is obsolete, worn out, or damaged beyond repair, which Equipment is replaced to the extent necessary to preserve or improve the operating efficiency of any Loan Party.

(iii) The turning over to the Administrative Agent of all Receipts as provided herein.

(iv) Permitted Asset Dispositions.

4.15. TAXES.

(a) The Loan Parties, in compliance with all Applicable Law, have properly filed the Loan Party’s tax returns due to be filed up to the date of this Agreement. All federal and state taxes and other amounts in the nature of taxes for which any Loan Party is liable or obligated are presently due and payable without penalty; or have been paid or settled.

(b) The Loan Parties shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against any Loan Party or the Collateral by any Person whose claim could result in an Encumbrance upon any asset of any Loan Party or by any governmental authority; properly exercise any trust responsibilities imposed upon any Loan Party by reason of withholding from employees’ pay or by reason of any Loan Party’s receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by any Loan Party; and timely file all tax and other returns and other reports with each governmental authority to whom any Loan Party is obligated to so file except where failure to file could not reasonably be expected to have a material adverse effect provided however, nothing included in this Section 4.15(b) shall prevent the Loan Parties from contesting, in good faith and by appropriate proceedings, any tax liability claimed against any Loan Party, but only provided that and so long as no tax lien is filed with respect thereto.

(c) At its option, with prior notice to the Borrowers’ Representative, the Administrative Agent may pay any tax, charge levied, assessed, or claimed upon any Loan

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Party or the Collateral by any Person, or entity or governmental authority, and make any payments on account of any Loan Party’s Employee Benefit Plan as the Administrative Agent , in the Administrative Agent’s discretion, may deem necessary or desirable, to protect the Agents’ Rights and Remedies.

4.16. NO MARGIN STOCK NOT INVESTMENT COMPANY.

(a) No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulations U, T, and X of the Board of Governors of the Federal Reserve System of the United States). No part of the proceeds of any borrowing hereunder will be used at any time to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock.

(b) No Loan Party or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

4.17. ERISA.

(a) Neither any Loan Party nor any ERISA Affiliate has ever:

(i) Violated or failed to be in full compliance with any Employee Benefit Plan maintained by any Loan Party.

(ii) Failed timely to file all reports and filings required by ERISA to be filed by any Loan Party.

(iii) Engaged in any nonexempt “prohibited transactions” or “reportable events” (respectively as described in ERISA).

(iv) Engaged in, or committed, any act such that a tax or penalty could be imposed upon any Loan Party on account thereof pursuant to ERISA.

(v) Accumulated any material cumulative funding deficiency within the meaning of ERISA.

(vi) Terminated any Employee Benefit Plan such that a lien could be asserted against any assets of any Loan Party on account thereof pursuant to ERISA.

(vii) Been a member of, contributed to, or had any obligation under any Employee Benefit Plan which is a multiemployer plan within the meaning of Section 4001(a) of ERISA.

(b) Neither any Loan Party nor any ERISA Affiliate shall ever engage in any action of the type described in Section 4.17(a).

4.18. HAZARDOUS MATERIALS.

(a) No Loan Party has ever: (i) been legally responsible for any release or threat of release of any Hazardous Material or (ii) received notification of the incurrence of any expense in connection with the assessment, containment, or removal of any Hazardous Material for which that Loan Party would be responsible.

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(b) Each Loan Party shall: (i) dispose of any Hazardous Material only in compliance with all Environmental Laws and (ii) have possession of any Hazardous Material only in the ordinary course of that Loan Party’s business and in compliance with all Environmental Laws.

4.19. LITIGATION. Except as described in EXHIBIT 4.19, annexed hereto, there is not presently pending or to the knowledge of the Borrowers, threatened in writing, by or against any Loan Party, any suit, action, proceeding, or investigation which if determined adversely to such Loan Party, would have a material adverse effect upon the Loan Parties’ financial condition or the ability of the Loan Parties to conduct their business as such business is presently conducted or is contemplated to be conducted in the foreseeable future.

4.20. DIVIDENDS. INVESTMENTS. ENTITY ACTION. No Loan Party shall:

(a) Pay any cash dividend or make any other distribution in respect of any class of their respective capital stock or other ownership interests, other than payments to another Loan Party.

(b) Redeem, retire, purchase, or acquire any of Casual Male’s capital stock, other than pursuant to a Permitted Repurchase.

(c) Invest in or purchase any stock or securities or other ownership interests, or rights to purchase any such stock or securities or other ownership interests, of any corporation or other Person, except for

(i) Permitted Investments,

(ii) Permitted Acquisitions subject to the provisions of Section 4.21,

(iii) Investments in new wholly owned Subsidiaries formed in connection with any such Permitted Acquisition, subject to the provisions of Section 4.21(e).

(d) Merge or consolidate or be merged or consolidated with or into any other corporation or other entity; provided that nothing in this Agreement shall prevent any Loan Party from merging into any other Loan Party.

(e) Consolidate any of that Loan Party’s operations with those of any other corporation or other entity other than another Loan Party.

(f) Subordinate any debts or obligations owed to that Loan Party by any third party to any other debts owed by such third party to any other Person.

(g) Engage in any interest rate swaps, caps, or similar activities, or any hedging activities, other than in the ordinary course and conduct of that Loan Party’s business and then only with a Lender or any Affiliate of a Lender.

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4.21. PERMITTED ACQUISITIONS. The Loan Parties may make Permitted Acquisitions without the consent of the Agent or the Lenders; provided that:

(a) Not less than fifteen (15) days prior written notice (with reasonable particularity as to the facts and circumstances in respect of which such notice is being given) of such Permitted Acquisition is given to the Administrative Agent.

(b) As of the date of such Permitted Acquisition immediately after giving effect thereto, the Total Facility Usage Ratio does not exceed 80% as determined by the Agent based upon the most recent Borrowing Base Certificate delivered to the Agent pursuant to Section 5.4 of the Loan Agreement;

(c) Together with the notice required by clause (a) of this Section, the Borrowers’ Representative has delivered to the Agent pro forma financial projections on a monthly basis demonstrating immediately after giving effect to the Permitted Acquisition, the Total Facility Usage Ratio would not exceed 80% as determined on a pro forma basis over the twelve (12) months next following the month during which the Permitted Acquisition is consummated, which projections are in form and substance satisfactory to the Agent and are based on reasonable projections of the financial performance of the Borrowers and are accompanied by a certificate of the Borrowers’ Representative’s Chief Executive Officer, President or Chief Financial Officer certifying that such projections are accurate and complete.

(d) No Event of Default then exists or would result from any such Permitted Acquisition.

(e) With respect, to and in the event of any Permitted Acquisition which consists of, or results in the creation of, a Subsidiary, the Administrative Agent shall be provided with such Subsidiary’s Guarantor Agreement (in form and substance satisfactory to the Administrative Agent), which Guarantor Agreement shall be secured by first perfected security interests and liens on substantially all of the assets of such Subsidiary, subject to the same limitations set forth in Section 8.1 hereof and subject to Permitted Encumbrances.

(f) The Agent and the Lenders shall have no obligation to include any Inventory acquired in such Permitted Acquisition (or Inventory of a similar type and nature acquired after the Permitted Acquisition) as Eligible Inventory.

4.22. LOANS. The Loan Parties shall not make any loans to, nor acquire the Indebtedness of, any Person, provided, however, the foregoing does not prohibit any of the following:

(a) Subject to such conditions respectively as apply thereto, the making of Permitted Investments.

(b) Advance payments made to a Loan Party’s suppliers in the ordinary course.

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(c) Advances to a Loan Party’s officers, employees, and salespersons with respect to reasonable expenses to be incurred by such officers, employees, and salespersons for the benefit of a Loan Party, which expenses are properly substantiated by the person seeking such advance and properly reimbursable by a Loan Party.

(d) Loans to a Loan Party’s officers and employees not exceeding $400,000 in the aggregate at any one time outstanding, provided that each such loan is for a term of not more than 90 days from the date on which it is made and is paid within such 90-day period; provided that, all amounts due on account of loans permitted under this clause (d) shall constitute Collateral and shall be pledged to the Collateral Agent for the benefit of the Lenders; and

(e) Advances to contractors for the construction or renovation of stores, buildings or improvements for use in the business of a Loan Party.

(f) Loans by Casual Male or Designs Apparel, Inc. to Guarantors to finance the purchases by Guarantors of Inventory pursuant to the Amended and Restated Inventory Purchase Agreement and to permit such Guarantors to pay ordinary course operating expenses (including, without limitation, rent, utilities and taxes) so long as in each case such intercompany loans shall be evidenced by, and subject to, such documentation (including, without limitation, notes and pledge agreements) as the Collateral Agent may require.

4.23. RESTRICTIONS ON SALE OF COLLATERAL; LICENSE AGREEMENTS. To the Loan Parties’ knowledge, the Loan Parties are not, and shall not become, party to any agreement or understanding which limits, impairs, or otherwise restricts the ability of the Collateral Agent to freely sell and dispose of any of the Collateral (including, without limitation, any repurchase agreements, rights of first refusal or other agreements which limit or condition the time, manner, place or price for the sale or disposition of the Collateral) other than that certain License Agreement dated as of May 31, 2004 by and between George Foreman Productions, Inc. and Casual Male as in effect as in the date of this Agreement. The Loan Parties shall not effect or permit any material change or amendment to the terms of such License Agreements which would impose further restrictions to the Collateral Agent’s disposition of the Collateral or would shorten the term of such License Agreements.

4.24. PROTECTION OF ASSETS. The Administrative Agent, in the Administrative Agent’s discretion, from time to time, may discharge any tax or Encumbrance on any of the Collateral, or take any other action which the Administrative Agent may deem necessary or desirable to repair, insure, maintain, preserve, collect, or realize upon any of the Collateral. The Administrative Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a specific finding in a judicial proceeding (in which the Administrative Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Administrative Agent had acted in actual bad faith or in a grossly negligent manner. The Loan Parties shall pay to the Administrative Agent, on demand, or the Administrative Agent, in its discretion, may add to the Loan Account, all amounts paid or incurred by the Administrative Agent pursuant to this Section 4.24.

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4.25. LINE OF BUSINESS.

(a) Except as provided in Sections 4.20, 4.23 and 4.25(c), no Loan Party shall engage in any business other than the business in which it is currently engaged or plans to be engaged, as reflected in the Business Plan, or a business reasonably related thereto (the conduct of which reasonably related business is reflected in the Business Plan), provided that the foregoing shall not prohibit the expansion or contraction of a Loan Party’s business so long as the Loan Parties are still engaged solely in the retail sale of apparel, footwear and related accessories and other activities, ancillary, incidental or necessary thereto, and such expansion or contraction is otherwise permitted under other Sections of this Agreement.

(b) The Loan Parties, with the prior written notice to the Administrative Agent in each instance, may license the use of up to 5% of the selling space of any Store (measured in terms of square feet) for the operation of certain departments of their Stores by third parties.

(c) The Loan Parties, with the prior written consent of the Administrative Agent (as to which, see Section 4.25(c)(i)), may (x) license the use of more than 5% of the selling space of any Store (measured in terms of square feet) for the operation of certain departments by third parties and (y) franchise to others the right to operate comparable Stores, it being understood that:

(i) The Administrative Agent’s determination to consent to the Loan Parties’ activities described in Section 4.25(c) may be conditioned on the Administrative Agent’s being satisfied that the secured position of the Collateral Agent, and the Agents’ Rights and Remedies, would not be adversely affected by such restructuring and that such restructuring does not place any material additional administrative burdens on the Agents.

(ii) The Administrative Agent may provide such consent pursuant to this Section 4.25(c) on its own authority and without obtaining the Consent of the Majority Lenders.

(iii) The Administrative Agent may condition its providing of such consent pursuant to this Section 4.25(c) on the Consent of the Majority Lenders.

4.26. AFFILIATE TRANSACTIONS. No Loan Party shall make any payment, nor give any value, to any Affiliate except for:

(a) Goods and services actually purchased by that Loan Party from, or sold by that Loan Party to, such Affiliate for a price and on terms which shall

(i) be competitive and fully deductible as an “ordinary and necessary business expense” and/or fully depreciable under the Internal Revenue Code of 1986 and the Treasury Regulations, each as amended; and

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(ii) be no less favorable to that Loan Party than those which would have been charged and imposed in an arms length transaction.

4.27. FURTHER ASSURANCES.

(a) No Loan Party is the owner of, nor has it any interest in, any property or asset which, immediately upon the satisfaction of the conditions precedent to the effectiveness of the credit facility contemplated hereby (Article 4) and the proper filing of Uniform Commercial Code Financing Statements and delivery of any Collateral in which a security interest must be perfected by possession, will not be subject to a perfected Collateral Interest in favor of the Collateral Agent (subject only to Permitted Encumbrances) to secure the Liabilities.

(b) Except as otherwise permitted by this Agreement, no Loan Party will hereafter acquire any asset or any interest in property which is not, immediately upon such acquisition, subject to such a perfected Collateral Interest in favor of the Collateral Agent to secure the Liabilities (subject only to Permitted Encumbrances).

(c) Each Loan Party shall execute and deliver to the Administrative Agent such instruments, documents, and papers, and shall do all such things from time to time hereafter as the Administrative Agent reasonably may request, to carry into effect the provisions and intent of this Agreement; to protect and perfect the Collateral Agent’s Collateral Interests in the Collateral; and to comply with all applicable statutes and laws, and facilitate the collection of the Receivables Collateral. Each Loan Party shall execute all such instruments as may be required by the Administrative Agent with respect to the recordation and/or perfection of the Collateral Interests created or contemplated herein.

(d) Each Loan Party hereby designates the Collateral Agent as and for that Loan Party’s true and lawful attorney, with full power of substitution, to sign and file any financing statements in order to perfect or protect the Collateral Agent’s Collateral Interests in the Collateral.

(e) This Agreement constitutes an authenticated record which authorizes the Collateral Agent to file such financing statements as the Collateral Agent determines as appropriate to perfect or protect the Agent’s Collateral Interests created hereby.

(f) A carbon, photographic, or other reproduction of this Agreement or of any financing statement or other instrument executed pursuant to this Section 4.27 shall be sufficient for filing to perfect the security interests granted herein.

4.28. ADEQUACY OF DISCLOSURE.

(a) All financial statements furnished to each Agent and each Lender by each Loan Party have been prepared in accordance with GAAP consistently applied and present fairly the condition of the Loan Parties at the date(s) thereof and the results of operations and cash flows for the period(s) covered (provided however, that unaudited financial statements are subject to normal year end adjustments and to the absence of footnotes). There has been no change in the Consolidated financial condition, results of operations, or cash flows of the Loan

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Parties since the date(s) of the most recent financial statements delivered to the Administrative Agent, as supplemented by the Business Plan, other than changes in the ordinary course of business, which changes have not been materially adverse, either singularly or in the aggregate.

(b) Except as set forth on EXHIBIT 4.28(b), annexed hereto, no Loan Party has any contingent obligations or obligation under any Lease or Capital Lease which is not noted in the Loan Parties’ Consolidated financial statements furnished to each Agent and each Lender prior to the execution of this Agreement other than obligations which are entered into in the ordinary course of business since the date of such financial statement.

(c) No document, instrument, agreement, or paper now or hereafter given to any Agent and any Lender by or on behalf of each Loan Party or any guarantor of the Liabilities in connection with the execution of this Agreement by each Agent and each Lender (except for any projections provided by or on behalf of any Loan Party) contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein not misleading.

4.29. NO RESTRICTIONS ON LIABILITIES. No Loan Party shall enter into or directly or indirectly become subject to any agreement which prohibits or restricts, in any manner, any Loan Party’s:

(a) Creation of, and granting of Collateral Interests in favor of the Collateral Agent.

(b) Incurrence of Liabilities.

4.30. OTHER COVENANTS. No Loan Party shall indirectly do or cause to be done any act which, if done directly by that Loan Party, would breach any covenant contained in this Agreement.

4.31. INVENTORY PURCHASING. Any Person which at any time becomes a Loan Party shall become party to, and shall at all times comply with the terms and conditions set forth in, the Inventory Purchase Agreement including, without limitation, the obligation of each Loan Party (other than Designs Apparel, Inc.) to purchase of all of its Inventory exclusively from Designs Apparel, Inc, provided, however, RBT may directly purchase de minimus amounts of Inventory for its own account. The Inventory Purchase Agreement may not be amended, modified or supplemented, except for the addition of Loan Parties, or terminated without the prior written consent of the Administrative Agent.

ARTICLE 5 - FINANCIAL REPORTING AND PERFORMANCE COVENANTS:

5.1. MAINTAIN RECORDS. The Loan Parties shall:

(a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ financial transactions, all in accordance with GAAP applied consistently with prior periods to fairly reflect the Consolidated financial condition of the Loan Parties at the close of, and its results of operations for, the periods in question.

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(b) Timely provide the Administrative Agent with those financial reports, statements, and schedules required by this Article 5 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP applied consistently with prior periods to fairly reflect the Consolidated financial condition of the Loan Parties at the close of, and the results of operations for, the period(s) covered therein.

(c) At all times, keep accurate current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof.

(d) At all times, retain Ernst & Young, LLP or such other independent certified public accountants who are reasonably satisfactory to the Administrative Agent and instruct such accountants to fully cooperate with, and be available to, the Administrative Agent to discuss the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Administrative Agent.

(e) Not change any Loan Party’s Fiscal year.

5.2. ACCESS TO RECORDS.

(a) Each Loan Party shall accord the Administrative Agent with reasonable access on reasonable notice during customary business hours from time to time as the Administrative Agent reasonably may require to all properties owned by or over which any Loan Party has control. The Administrative Agent shall have the right during customary business hours on reasonable notice, and each Loan Party will permit the Administrative Agent from time to time as Administrative Agent reasonably may request, to examine, inspect, copy, and make extracts from any and all of the Loan Parties’ books, records, electronically stored data, papers, and files. Each Loan Party shall make all of that Loan Party’s copying facilities available to the Administrative Agent.

(b) Each Loan Party hereby authorizes the Administrative Agent during customary business hours on reasonable notice to:

(i) Inspect, copy, duplicate, review, cause to be reduced to hard copy, run off, draw off, and otherwise use any and all computer or electronically stored information or data which relates to any Loan Party, or any service bureau, contractor, accountant, or other person, and directs any such service bureau, contractor, accountant, or other person fully to cooperate with the Administrative Agent with respect thereto.

(ii) Verify at any time the Collateral or any portion thereof, including verification with Account Debtors, and/or with each Loan Party’s computer billing companies, collection agencies, and accountants and to sign the name of each Loan Party on any notice to each Loan Party’s Account Debtors or verification of the Collateral.

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(c) The Borrowers’ Representative, on reasonable request from time to time from the Administrative Agent, will make representatives of management available from time to time to discuss the Loan Parties’ operating results and other related matters with the Administrative Agent.

(d) The Administrative Agent from time to time may designate one or more representatives to exercise the Administrative Agent’s rights under this Section 5.2 as fully as if the Administrative Agent were doing so.

5.3. PROMPT NOTICE TO ADMINISTRATIVE AGENT.

(a) The Borrowers’ Representative shall provide the Administrative Agent with written notice promptly upon its becoming aware of the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given:

(i) Any material adverse change in the business affairs of any Loan Party.

(ii) Any change in the executive officers of any Loan Party.

(iii) Any ceasing of the Loan Parties’ making of payments, in the ordinary course, to any of its creditors, on account of obligations aggregating in excess of $180,000.00 (including the ceasing of the making of such payments on account of a dispute with the subject creditor).

(iv) Any failure by a Loan Party to pay rent at any of the Loan Parties’ locations which rent in the aggregate exceeds $180,000.00, which failure continues for more than ten (10) days following the day on which such rent first came due.

(v) Any Default.

(vi) Any intention on the part of a Loan Party to discharge that Loan Party’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 5.1(d)).

(vii) Any litigation which, if determined adversely to a Loan Party, would have a material adverse effect on the financial condition of that Loan Party.

(b) The Borrowers’ Representative shall:

(i) Add the Administrative Agent as an addressee on all mailing lists maintained by or for any Loan Party.

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(ii) At the request of the Administrative Agent provide the Administrative Agent with a copy of the results of any physical or cycle count of a Loan Party’s Inventory.

(iii) Provide the Administrative Agent, when received by any Loan Party, with a copy of any management letter or similar communications from any accountant of that Loan Party.

(iv) Provide the Administrative Agent with copies of all filings by each Loan Party with the Securities and Exchange Commission, when so filed, and when received, copies of all correspondence from the SEC, other than routine non-substantive general communications from the SEC.

(v) Provide the Administrative Agent with written notice of any intended bulk sale, liquidation, or other disposition of assets of any Loan Party at least ten (10) Business Days prior to the consummation of such sale or disposition, or commencement of such liquidation and a detailed summary of the net proceeds expected to be received therefrom, provided that nothing in this Section is intended to be, or shall be deemed to be, a waiver of any restriction on such disposition of assets set forth elsewhere in this Agreement including without limitation Section 4.14 .

(vi) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of Casual Male and each of the other Loan Parties (qua such shareholders).

5.4. BORROWING BASE CERTIFICATE. The Borrowers’ Representative shall provide the Administrative Agent on the third Business Day of each Fiscal Month as of the close of business the last day of the immediately preceding month, with a Borrowing Base Certificate (in the form of EXHIBIT 5.4 annexed hereto, as such form may be revised from time to time by the Administrative Agent, the “Borrowing Base Certificate”), provided, that at anytime that (i) the Total Facility Usage Ratio is greater than 80%; or (ii) a Default exists, at the election of the Agent such Borrowing Base Certificate shall be delivered weekly by 11:30 a.m. on Wednesday of each week as of the close of business for the immediately preceding week. Such Certificate may be sent to the Administrative Agent by facsimile transmission or by electronic mail, provided that the original thereof is forwarded to the Administrative Agent on the date of such transmission.

5.5. MONTHLY REPORTS. Monthly, within thirty (30) days following the end of each Fiscal month of the Loan Parties, the Borrowers’ Representative shall provide the Administrative Agent with the following:

(a) An original counterpart of a management prepared Consolidated and consolidating financial statement of the Loan Parties for the subject month and for the period from the beginning of the Loan Parties’ then current Fiscal year through the end of the subject month, with comparative information for the same period of the previous Fiscal year and to the Business Plan or updated forecast, which statement shall include, at a minimum, a balance sheet, income statement, and cash flows.

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(b) The officer’s compliance certificate described in Section 5.8.

5.6. QUARTERLY REPORTS. Quarterly, within fifty (50) days following the end of each Fiscal quarter of the Loan Parties, the Borrowers’ Representative shall provide the Administrative Agent with the following:

(a) An original counterpart of a management prepared Consolidated and consolidating financial statement of the Loan Parties for the subject quarter and for the period from the beginning of the Loan Parties’ then current Fiscal year through the end of the subject quarter, with comparative information for the same period of the previous Fiscal year and to the Business Plan or updated forecast, which statement shall include, at a minimum, a balance sheet, income statement, and cash flows.

(b) An updated pro forma financial statement for the next twelve month period, reflecting any proposed repurchases, redemptions, or acquisitions of any Capital Stock or the Convertible Notes.

5.7. ANNUAL REPORTS.

(a) Annually within ninety-five (95) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with the following:

(i) An original signed counterpart of the Loan Parties’ annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year, a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.

(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.

(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:

(i) Such annual financial statement will be delivered by the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender).

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(ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.

(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender)

will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.

(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof).

(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.

5.8. OFFICERS’ CERTIFICATES. The Borrowers’ Representative shall cause the Borrowers’ Representative’s Chief Executive Officer, its President or its Chief Financial Officer of the Borrowers’ Representative, in each instance, to provide such Person’s Certificate with those monthly, quarterly, and annual statements to be furnished pursuant to this Agreement, which Certificate shall:

(a) Indicate that the subject financial statement was prepared in accordance with GAAP consistently applied and presents fairly the Consolidated financial condition of the Loan Parties at the close of, and the results of the Loan Parties’ operations and cash flows for, the period(s) covered thereby, subject, however to the following:

(i) Usual year end adjustments (this exception shall not be included in the Certificate which accompanies the Loan Parties’ annual financial statement).

(ii) Material Accounting Changes.

(b) Indicate either that (i) no Default has occurred and is continuing, or (ii) if a Default has occurred and is continuing, its nature (in reasonable detail) and the steps (if any) being taken or contemplated by the Loan Parties to be taken on account thereof.

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5.9. INVENTORIES, APPRAISALS, AND AUDITS.

(a) The Administrative Agent may observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuing.

(i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory.

(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records .

(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties)

(b) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent contemplates obtaining two (2) appraisals (in all events, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken at the Loan Parties’ expense.

(c) The Administrative Agent contemplates conducting two (2) commercial finance audits (in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken at the Loan Parties’ expense.

5.10. ADDITIONAL FINANCIAL INFORMATION.

(a) In addition to all other information required to be provided pursuant to this Article 5, the Borrowers’ Representative promptly shall provide the Administrative Agent with such other and additional information concerning the Loan Parties (and any guarantor of the Liabilities), the Collateral, the operation of the Loan Parties’ business, and the Loan Parties’ financial condition, including original counterparts of financial reports and statements, as the Administrative Agent reasonably may from time to time request, in its own discretion.

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(b) The Borrowers’ Representative may provide the Administrative Agent, from time to time hereafter, with updated forecasts of the Loan Parties’ anticipated performance and operating results.

(c) In all events, the Borrowers’ Representative, by no later than thirty (30) days prior the end of each Fiscal year, shall furnish the Administrative Agent with an updated and extended forecast (which shall include, on a month-by-month basis, balance sheets, income statements, and statements of cash flow, as well as of all components of the Borrowing Base as of the end of each month) through the end of the succeeding Fiscal year.

(d) Each Loan Party recognizes that all appraisals, inventories, analyses, financial information, and other materials which the Administrative Agent may obtain, develop, or receive with respect to the Loan Parties are confidential to the Administrative Agent and that, except as otherwise provided herein, no Loan Party is entitled to receipt of any of such appraisals, inventories, analyses, financial information, and other materials, nor copies or extracts thereof or therefrom.

ARTICLE 6 - Use of Collateral:

6.1. USE OF INVENTORY COLLATERAL.

(a) No Loan Party shall engage in any of the following with respect to its Inventory:

(i) Any sale other than for fair consideration in the conduct of the Loan Parties’ business in the ordinary course.

(ii) Sales or other dispositions to creditors.

(iii) Sales or other dispositions in bulk.

(iv) Sales of any Collateral in breach of any provision of this Agreement.

(b) No sale of Inventory shall be on consignment, approval, or under any other circumstances such that, with the exception of the Loan Parties’ customary return policy applicable to the return of Inventory purchased by the Loan Parties’ retail customers in the ordinary course, such Inventory may be returned to a Loan Party without the consent of the Administrative Agent.

6.2. INVENTORY QUALITY. All Inventory now owned or hereafter acquired by a Loan Party is and will be of good and merchantable quality and free from defects (other than defects within customary trade tolerances), other than Inventory owned or acquired for outlet stores, which in the ordinary course sell manufacturer’s overruns, discontinued lines, and irregulars.

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6.3. ADJUSTMENTS AND ALLOWANCES. Each Loan Party may grant such allowances or other adjustments to that Loan Party’s Account Debtors (exclusive of extending the time for payment of any material Account or Account Receivable, which shall not be done without first obtaining the Administrative Agent’s prior written consent in each instance) as that Loan Party may reasonably deem to accord with sound business practice, provided, however, at any time that a Default has occurred and is continuing, the authority granted the Loan Parties pursuant to this Section 6.3 may be limited or terminated by the Administrative Agent at any time in the Administrative Agent’s discretion.

ARTICLE 7 - Cash Management. Payment of Liabilities:

7.1. DEPOSITORY ACCOUNTS.

(a) Annexed hereto as EXHIBIT 7.1 is a Schedule of all present DDA’s, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) of the account(s) maintained with such depository; and (iii) a contact person at such depository.

(b) The Borrowers’ Representative shall deliver to the Administrative Agent, as a condition to the effectiveness of this Agreement:

(i) Notifications (in a form satisfactory to the Administrative Agent) executed on behalf of the relevant Loan Party to each depository institution with which any DDA (other than any Exempt DDA and the Operating Account ) is maintained of the Collateral Agent’s Collateral Interest in such DDA.

(ii) A Blocked Account Agreement with any depository institution at which:

(A) Both a DDA (other than the Operating Account) and the Operating Account are maintained.

(B) A deposit account other than solely a DDA is maintained .

(iii) An agreement (generally referred to as a “Blocked Account Agreement”), in form satisfactory to the Administrative Agent, with each depository institution at which a Blocked Account is maintained.

(c) No Loan Party will establish any DDA hereafter unless, contemporaneously with such establishment, the Borrowers’ Representative provides a notification of the Collateral Agent’s Collateral Interest in such DDA, no Loan Party will establish any deposit account other than a DDA or Exempt DDA, unless the Borrowers’ Representative provides the Administrative Agent with a Blocked Account Agreement.

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7.2. CREDIT CARD RECEIPTS.

(a) Annexed hereto as EXHIBIT 7.2, is a Schedule which describes all arrangements to which each Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party.

(b) The Borrowers’ Representative shall deliver to the Administrative Agent, as a condition to the effectiveness of this Agreement, notification, executed on behalf of the relevant Loan Party, to each of such Loan Party’s credit card clearinghouses and processors (in form satisfactory to the Administrative Agent ), which notice provides that payment of all credit card charges submitted by any Loan Party to that clearinghouse or processor and any other amount payable to any Loan Party by such clearinghouse or processor shall be directed to the Concentration Account or as otherwise designated from time to time by the Administrative Agent. No Loan Party shall change such direction or designation except upon and with the prior written consent of the Administrative Agent .

7.3. THE CONCENTRATION, BLOCKED, AND OPERATING ACCOUNTS.

(a) The following checking accounts have been or will be established (and are so referred to herein):

(i) The “Concentration Account” (so referred to herein): Established by the Administrative Agent with Bank of America.

(ii) The “Blocked Account” (so referred to herein): Established by the Borrowers’ Representative with Bank of America

(iii) The “Operating Account” (so referred to herein): Established by the Borrowers’ Representative with Bank of America.

(b) The contents of each DDA and of the Blocked Account constitutes Collateral and Proceeds of Collateral. The contents of the Concentration Account constitutes the Administrative Agent’s property.

(c) The Loan Parties shall pay all fees and charges of, and maintain such impressed balances as may be required by the depository in which any account is opened as required hereby (even if such account is opened by and/or is the property of the Administrative Agent).

7.4. PROCEEDS AND COLLECTIONS.

(a) All Receipts and all other cash proceeds of any sale or other disposition of any of each Loan Party’s assets:

(i) Constitute Collateral and proceeds of Collateral.

(ii) Shall be held in trust by the Loan Parties for the Administrative Agent.

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(iii) Shall not be commingled with any of any Loan Party’s other funds.

(iv) Shall be deposited and/or transferred only to the Blocked Account or the Concentration Account or DDAs which are swept on a periodic basis to a Blocked Account or the Concentration Account.

(b) The Borrowers’ Representative shall cause by ACH or wire transfer to the Blocked Account or the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) the following:

(i) The entire contents (net of any minimum required balance not in any event to exceed $2500) of each DDA (but excluding any Exempt DDA).

(ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto.

Telephone advice (confirmed by written notice) shall be provided to the Administrative Agent on each Business Day on which any such transfer is made.

(c) The Borrowers’ Representative shall cause by ACH or wire transfer to the Concentration Account, no less frequently than daily (and whether or not any Liabilities are then outstanding), of the entire ledger balance (net of any minimum required balance not in any event to exceed $2500) of the Blocked Account.

(d) In the event that, notwithstanding the provisions of this Section 7.4, any Loan Party receives or otherwise has dominion and control of any Receipts, or any other proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Loan Party for the Administrative Agent and shall not be commingled with any of that Loan Party’s other funds or deposited in any account of any Loan Party other than as instructed by the Administrative Agent.

7.5. PAYMENT OF LIABILITIES.

(a) On each Business Day, the Administrative Agent shall apply the then collected balance of the Concentration Account (net of fees charged, and of such impressed balances as may be required by the bank at which the Concentration Account is maintained) first, against the SwingLine Loans (if any), and second, against the unpaid balance of the Loan Account and all other Liabilities, provided, that if and so long as the Excess Availability Ratio is greater than 50% for five (5) consecutive Business Days, the Borrowers’ Representative may instruct the Administrative Agent to apply such amounts to the outstanding principal balance of the Last Out Revolving Loans, in which case the Administrative Agent shall apply such amounts to the Last Out Revolving Loans until all Last Out Revolving Loans have been repaid in full. For purposes of the calculation of interest on the unpaid principal balance of the Loan Account, such payment shall be deemed to have been made one (1) Business Day after such transfer, and further provided that until the occurrence, and during the continuance, of an Event of Default, unless the Borrower Representative otherwise instructs the Administrative Agent, the balance of the Concentration Account shall not be applied to any LIBOR Loans until the end of the applicable Interest Period therefor.

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(b) The following rules shall apply to deposits and payments under and pursuant to this Section 7.5:

(i) Funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that notice of such deposit is delivered to the Administrative Agent by 2:00 PM on that Business Day.

(ii) Funds paid to the Administrative Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is delivered to the Administrative Agent by 2:00 PM on that Business Day.

(iii) If notice of a deposit to the Concentration Account (Section 7.5(b)(i)) or payment (Section 7.5(b)(ii)) is not delivered to the Administrative Agent until after 2:00 PM on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 AM on the then next Business Day.

(iv) All deposits to the Concentration Account and other payments to the Administrative Agent are subject to clearance and collection.

(c) The Administrative Agent shall transfer to the Operating Account any surplus in the Concentration Account remaining after the application towards the Liabilities referred to in Section 7.5(a) above (less those amount which are to be netted out, as provided therein) provided, however, in the event that

(i) a Default has occurred and is continuing; and

(ii) one or more L/C’s are then outstanding.

then the Administrative Agent may establish a funded reserve of up to 110% of the aggregate of the Stated Amounts of such L/C’s. Such funded reserve shall either be (i) returned to the Borrowers’ Representative at such time that no Default has occurred and is continuing or (ii) applied towards the Liabilities following Acceleration.

7.6. THE OPERATING ACCOUNT. Except as otherwise specifically provided in, or permitted by, this Agreement, all checks shall be drawn by the Borrowers’ Representative upon, and other disbursements shall be made by the Borrowers’ Representative solely from, the Operating Account.

ARTICLE 8 - GRANT OF SECURITY INTEREST:

8.1. GRANT OF SECURITY INTEREST. To secure the Borrowers’ prompt, punctual, and faithful performance of all and each of the Liabilities, each Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties as their interests may appear herein, a

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continuing security interest in and to, and assigns to the Collateral Agent, for the benefit of the Secured Parties as their interests may appear herein the following, and each item thereof, whether now owned or now due, or in which that Borrower has an interest, or hereafter acquired, arising, or to become due, or in which that Borrower obtains an interest, and all products, Proceeds, substitutions, and accessions of or to any of the following (all of which, together with any other property in which the Collateral Agent may in the future be granted a security interest, is referred to herein as the “Collateral”; any of the following terms not defined in this Agreement shall have the meanings attributed thereto in the UCC):

(a) All Accounts and accounts receivable.

(b) All Inventory.

(d) All Equipment.

(e) All Goods.

(f) All Farm Products.

(g) All Fixtures.

(h) All Chattel Paper.

(i) All Letter-of-Credit Rights.

(j) All Payment Intangibles.

(k) All Supporting Obligations.

(l) All books, records, and information relating to the Collateral and/or to the operation of each Borrower’s business, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained.

(m) All Leasehold Interests.

(n) All Investment Property, Instruments, Documents, Deposit Accounts, money, policies and certificates of insurance, deposits, impressed accounts, compensating balances, cash, or other property.

(o) Commercial Tort Claims

(p) All insurance proceeds, refunds, and premium rebates, including, without limitation, proceeds of fire and credit insurance, whether any of such proceeds, refunds, and premium rebates arise out of any of the foregoing (8.1(a) through 8.1(n)) or otherwise.

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(q) All liens, guaranties, rights, remedies, and privileges pertaining to any of the foregoing (8.1(a) through 8.1(p)), including the right of stoppage in transit.

Notwithstanding anything in this Agreement to the contrary, with respect to each item of Collateral constituting Equipment subject to a Capital Lease, or constituting an agreement, license, permit or other instrument of a Borrower, such item shall be subject to the security interest created hereby only to the extent that the granting of such security interest, under the terms of such Capital Lease, agreement, license, permit or other instrument, or as provided by law, does not cause any default under or termination of such Capital Lease, agreement, license, permit or other instrument or the loss of any material right of a Borrower thereunder; provided, however, that in no event shall the foregoing be construed to exclude from the security interest created by this Agreement, proceeds or products of any such Capital Lease, agreement, license, permit or other instrument of a Borrower or any accounts receivable or the right to payments due or to become due a Borrower under any such agreement or other instrument.

8.2. EXTENT AND DURATION OF SECURITY INTEREST; NOTICE.

(a) The security interest created and granted herein is in addition to, and supplemental of, any security interest previously granted by any Borrower to the Collateral Agent and shall continue in full force and effect applicable to all Liabilities until both (a) all Liabilities have been paid and/or satisfied in full and (b) the security interest created herein is specifically terminated in writing by a duly authorized officer of the Collateral Agent.

(b) It is intended that the Collateral Interests created herein extend to and cover all assets of each Borrower.

(c) If a Borrower shall at any time acquire a Commercial Tort Claim, the Borrowers’ Representative shall promptly notify the Administrative Agent in writing of the details thereof and the Borrower shall take such actions as the Collateral Agent shall request in order to grant to the Collateral Agent, for the benefit of the Lenders as their interests may appear herein, a perfected and first priority security interest therein and in the Proceeds thereof.

ARTICLE 9 - Collateral Agent As Attorney-In-Fact:

9.1. APPOINTMENT AS ATTORNEY-IN-FACT. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent as that (acting through any of its officers) Borrower’s true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agents and the Secured Parties. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:

(a) Prosecute, defend, compromise, or release any action relating to the Collateral.

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(b) Sign change of address forms to change the address to which each Borrower’s mail is to be sent to such address as the Collateral Agent shall designate; receive and open each Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrowers’ Representative or to any trustee in bankruptcy or receiver of the Borrowers’ Representative, or other legal representative of a Borrower whom the Collateral Agent determines to be the appropriate person to whom to so turn over such mail.

(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.

(d) Sign the name of the relevant Borrower on any notice to that Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts.

(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Borrower is a beneficiary.

(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.

(g) Use, license or transfer any or all General Intangibles of each Borrower.

9.2. NO OBLIGATION TO ACT. The Collateral Agent shall not be obligated to do any of the acts or to exercise any of the powers authorized by Section 9.1 herein, but if the Collateral Agent elects to do any such act or to exercise any of such powers, it shall not be accountable for more than it actually receives as a result of such exercise of power, and shall not be responsible to any Borrower for any act or omission to act except for any act or omission to act as to which there is a final determination made in a judicial proceeding (in which proceeding the Collateral Agent has had an opportunity to be heard) which determination includes a specific finding that the subject act or omission to act had been grossly negligent or in actual bad faith or constituted willful misconduct.

ARTICLE 10 - Events of Default:

The occurrence of any event described in this Article 10 respectively shall constitute an “Event of Default” herein. The occurrence of any Event of Default shall also constitute, without notice or demand, a default under all other agreements between any Agent and any Lender and any Loan Party and instruments and papers heretofore, now, or hereafter given any Agent and any Lender by any Loan Party.

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10.1. FAILURE TO PAY THE CREDIT FACILITIES. The failure by any Loan Party to pay when due any principal of, interest on, or fees in respect of, the Credit Facilities.

10.2. FAILURE TO MAKE OTHER PAYMENTS. The failure by any Loan Party to pay within five (5) Business Days when due (or upon demand, if payable on demand) any payment Liability other than any payment liability on account of the principal of, or interest on, or fees in respect of, the Credit Facilities.

10.3. FAILURE TO PERFORM COVENANT OR LIABILITY (NO GRACE PERIOD). The failure by any Loan Party to promptly, punctually, faithfully and timely perform, discharge, or comply with any covenant or Liability not otherwise described in Section 10.1 or Section 10.2 hereof, and included in any of the following provisions hereof:


Section		Relates to:
4.2(c)		State of Organization, State Identification Number and Taxpayer Identification Number
4.3(b)		Notice of Name Change
4.5		Location of Collateral
4.7(a)		Title to Assets
4.8		Indebtedness
4.9		Insurance Policies
4.20		Dividends, Investments and Other Entity Actions
4.26		Affiliate Transactions
4.27		Further Assurances
6.1		Use of Inventory Collateral
Article 7		Cash Management (except if the failure to comply is as a result of force majeure or through no fault of the Loan Parties)

10.4. FINANCIAL REPORTING REQUIREMENTS. The failure by any Loan Party to promptly, punctually, faithfully and timely perform, discharge, or comply with the financial reporting requirements included in Article 5, subject, however, to the following limited number of grace periods applicable to certain of those requirements:


REPORT / STATEMENT	REQUIRED BY SECTION	GRACE PERIOD	NUMBER OF GRACE PERIODS
Borrowing Base Certificates	5.4	One Business Day	Three per Fiscal Quarter
Monthly Reports (30 Days)	5.5	Three Business Days	Three in any 12 months

10.5. FAILURE TO PERFORM COVENANT OR LIABILITY (GRACE PERIOD). The failure by any Loan Party, within fifteen (15) days following the earlier of any Loan Party’s knowledge of a breach of any covenant or Liability not described in any of Sections 10.1, 10.2, 10.3, or 10.4, or of the Borrowers’ Representative’s receipt of written notice from the Administrative Agent of the breach of any such covenants or Liabilities.

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10.6. MISREPRESENTATION. The determination by the Administrative Agent that any representation or warranty at any time made by any Loan Party to any Agent or any Lender was not true or complete in all material respects when given.

10.7. ACCELERATION OF OTHER DEBT; BREACH OF LEASE. The occurrence of any event such that any Indebtedness of any Loan Party in excess of $1,000,000.00 to any creditor other than the Agent or any Lender could be accelerated (provided, that an event of default under the 12% Subordinated Note (or any Note Purchase Agreement under which such Subordinated Note is issued) caused solely by a breach of a representation or warranty shall not be an Event of Default hereunder) or, without the consent of a Loan Party, Leases with aggregate monthly rents of at least $500,000.00 could be terminated prior to the stated termination date thereof (whether or not the subject creditor or lessor takes any action on account of such occurrence).

10.8. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any breach or default under any agreement between the Agent or any Lender and any Loan Party or instrument or paper given the Agent or any Lender by any Loan Party not constituting a Loan Document, whether such agreement, instrument, or paper now exists or hereafter arises, with respect to Indebtedness in excess of $1,000,000.00 (notwithstanding that the Agent or the subject Lender may not have exercised its rights upon default under any such other agreement, instrument or paper).

10.9. UNINSURED CASUALTY LOSS. The occurrence of any uninsured loss, theft, damage, or destruction of or to any material portion of the Collateral.

10.10. ATTACHMENT; JUDGMENT; RESTRAINT OF BUSINESS.

(a) The service of process upon any Agent or any Lender or any Participant of a court order or order of any other applicable governmental authority attaching, by trustee, mesne, or other process, any funds of any Loan Party on deposit with, or assets of any Loan Party in the possession of, that Agent or that Lender or such Participant.

(b) The entry of judgments against any Loan Party, to the extent not covered by insurance (subject to a reasonable deductible) aggregating more than $750,000, which judgments are not satisfied (if a money judgment) or appealed from (with execution or similar process stayed) within thirty (30) days of entry.

(c) The entry of any order or the imposition of any other process having the force of law, the effect of which is to restrain in any material way the conduct by any Loan Party of its business in the ordinary course.

10.11. INDICTMENT - FORFEITURE. The indictment of, or institution of any legal process or proceeding against, any Loan Party, under any federal, state, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement having the force of law where the relief, penalties, or remedies sought or available include the forfeiture of more than a

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de minimis part of the property of that Loan Party and/or the imposition of any stay or other order, the effect of which could be to restrain in any material way the conduct by any Loan Party of its business in the ordinary course.

10.12. CHALLENGE TO LOAN DOCUMENTS.

(a) Any challenge by or on behalf of the Borrowers’ Representative, any Loan Party to the validity of any Loan Document or the applicability or enforceability of any Loan Document strictly in accordance with the subject Loan Document’s terms or which seeks to void, avoid, limit, or otherwise adversely affect any security interest created by or in any Loan Document or any payment made pursuant thereto.

(b) Any determination by any court or any other judicial or government authority that any Loan Document is not enforceable strictly in accordance with the subject Loan Document’s terms or which voids, avoids, limits, or otherwise adversely affects any security interest created by any Loan Document or any payment made pursuant thereto.

10.13. CHANGE IN CONTROL. Any Change in Control.

10.14. BUSINESS FAILURE. Any act by, against or relating to any Loan Party, or its property or assets, which act constitutes the determination by any Loan Party to initiate or acquiesce to: a program of partial or total self-liquidation; an application for, consent to, or sufferance of the appointment of a receiver, trustee, or other person, pursuant to court action or otherwise, with respect to all or any part of any Loan Party’s property; the granting of any trust mortgage or execution of an assignment for the benefit of the creditors of any Loan Party; any other voluntary or involuntary liquidation or extension of debt agreement for any Loan Party; the offering by, or entering into by, any Loan Party of any composition, extension, or any other arrangement seeking relief from or extension of the debts of any Loan Party; or the initiation of any judicial or non-judicial proceeding or agreement by, against, or including any Loan Party which seeks or intends to accomplish a reorganization or arrangement with creditors; and/or the initiation by or on behalf of any Loan Party of the liquidation or winding up of all or any part of any Loan Party’s business or operations.

10.15. BANKRUPTCY. The failure by any Loan Party to generally pay the debts of that Loan Party as they mature; adjudication of bankruptcy or insolvency relative to any Loan Party; the entry of an order for relief or similar order with respect to any Loan Party in any proceeding pursuant to the Bankruptcy Code or any other federal bankruptcy law; the filing of any complaint, application, or petition by any Loan Party initiating any matter in which any Loan Party is or may be granted any relief from the debts of that Loan Party pursuant to the Bankruptcy Code or any other insolvency statute or procedure; the filing of any complaint, application, or petition against any Loan Party initiating any matter in which that Loan Party is or may be granted any relief from the debts of that Loan Party pursuant to the Bankruptcy Code or any other insolvency statute or procedure, which complaint, application, or petition is not timely contested in good faith by that Loan Party by appropriate proceedings or, if so contested, is not dismissed within ninety (90) days of when filed.

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10.16. TERMINATION OF BUSINESS. Unless subject to the prior written consent of the Agent, the determination of the Loan Parties, whether by vote of the Loan Parties’ board of directors or otherwise to: suspend the operation of the Loan Parties’ business in the ordinary course, liquidate all or a material portion of the Loan Parties’ assets or Stores, or employ an agent or other third party to conduct any so-called store closing, store liquidation or “Going-Out-Of-Business” sales (other than in connection with a Permitted Asset Disposition).

10.17. PAYMENT OF OTHER INDEBTEDNESS. The Loan Parties shall prepay or discharge any Indebtedness prior to its maturity date except as expressly permitted hereunder.

10.18. DEFAULT BY GUARANTOR; TERMINATION OF GUARANTY. The occurrence of any Guarantor Default and/or the termination or attempted termination of any Guaranty Agreement by any Person.

10.19. MATERIAL ADVERSE CHANGE. An event shall have occurred or failed to occur, which occurrence or failure is or could have a materially adverse effect upon the financial condition of Casual Male and its Subsidiaries when compared with such financial condition as of October 28, 2006.

ARTICLE 11 - RIGHTS AND REMEDIES UPON DEFAULT:

11.1. ACCELERATION. Upon the occurrence of any Event of Default, the Administrative Agent may (and on the issuance of Acceleration Notice(s) requisite to the causing of Acceleration, the Administrative Agent shall) declare all Indebtedness of the Loan Parties to the Lenders to be immediately due and payable and may exercise all of the Administrative Agent’s Rights and Remedies (and the Collateral Agent may likewise exercise all of its rights and remedies upon default) as the Administrative Agent from time to time thereafter determines as appropriate.

11.2. RIGHTS OF ENFORCEMENT. The Collateral Agent shall have all of the rights and remedies of a secured party upon default under the UCC, in addition to which the Collateral Agent shall have all and each of the following rights and remedies:

(a) To give notice to any bank at which any DDA or Blocked Account is maintained and in which Proceeds of Collateral are deposited, to turn over such Proceeds directly to the Collateral Agent.

(b) To give notice to any customs broker of any of the Loan Parties to follow the instructions of the Collateral Agent as provided in any written agreement or undertaking of such broker in favor of the Collateral Agent.

(d) To take possession of all or any portion of the Collateral.

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(e) To sell, lease, or otherwise dispose of any or all of the Collateral, in its then condition or following such preparation or processing as the Collateral Agent deems advisable and with or without the taking of possession of any of the Collateral.

(f) Subject to the terms of store leases and provisions of applicable law, to conduct one or more going out of business sales which include the sale or other disposition of the Collateral.

(g) To apply the Receivables Collateral or the Proceeds of the Collateral towards (but not necessarily in complete satisfaction of) the Liabilities.

(h) To exercise all or any of the rights, remedies, powers, privileges, and discretions under all or any of the Loan Documents.

11.3. SALE OF COLLATERAL.

(a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent’s disposition of the Collateral.

(b) The Collateral Agent, in the exercise of the Collateral Agent’s rights and remedies upon default, may, subject to the terms of store leases and provisions of applicable law, conduct, or may require the Loan Parties to conduct, one or more going out of business sales, in the Collateral Agent’s own right or by one or more agents and contractors. Subject to the terms of store leases such sale(s) may be conducted upon any premises owned, leased, or occupied by any Loan Party. Subject to applicable law, the Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). The Borrowers shall have no responsibility or liability for any such augmented inventory. Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and reasonable expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such agent or contractor and neither any Loan Party nor any Person claiming under or in right of any Loan Party shall have any interest therein. The proceeds of any such going out of business sale which is conducted by a Loan Party at the request of the Collateral Agent shall be first applied to the direct costs of such sale.

(c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Borrowers’ Representative such notice as may be practicable under the circumstances), the Collateral Agent shall give the Borrowers’ Representative at least ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. Each Borrower agrees that such written notice shall satisfy all requirements for notice to that Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Collateral Agent’s rights and remedies upon default.

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(d) The Collateral Agent, the Administrative Agent, and any Lender may purchase the Collateral, or any portion of it at any sale held under this Article.

(e) If any of the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent.

(f) The Collateral Agent shall turn over to the Administrative Agent the proceeds of the exercise by the Collateral Agent of its rights and remedies under this Article 11. The Administrative Agent shall apply the proceeds of the Collateral Agent’s exercise of its rights and remedies upon default pursuant to this Article 11 in accordance with Sections 13.6 and 13.7.

11.4. OCCUPATION OF BUSINESS LOCATION. In connection with the Collateral Agent’s exercise of the Collateral Agent’s rights under this Article 11, the Collateral Agent may enter upon, occupy, and use any premises owned or occupied by each Loan Party, and may exclude each Loan Party from such premises or portion thereof as may have been so entered upon, occupied, or used by the Collateral Agent. The Collateral Agent shall not be required to remove any of the Collateral from any such premises upon the Collateral Agent’s taking possession thereof, and may render any Collateral unusable to the Loan Parties. In no event shall the Collateral Agent be liable to any Loan Party for use or occupancy by the Collateral Agent of any premises pursuant to this Article 11 nor for any charge (such as wages for any Loan Party’s employees and utilities) incurred in connection with the Collateral Agent’s exercise of the Collateral Agent’s Rights and Remedies.

11.5. GRANT OF NONEXCLUSIVE LICENSE. Except to the extent prohibited by a Borrower’s contractual obligations, which prohibition has been disclosed to the Administrative Agent, each Borrower hereby grants to the Collateral Agent a royalty free, nonexclusive and irrevocable license to use, apply, and affix any trademark, trade name, logo, or the like in which any Borrower now or hereafter has rights, such license being with respect to the Collateral Agent’s exercise of the rights hereunder including, without limitation, in connection with any completion of the manufacture of Inventory or sale or other disposition of Inventory.

11.6. ASSEMBLY OF COLLATERAL. The Collateral Agent may require any Borrower to assemble the Collateral and make it available to the Collateral Agent at the Loan Parties’ sole risk and expense at a place or places which are reasonably convenient to both the Collateral Agent and the Borrowers’ Representative.

11.7. RIGHTS AND REMEDIES. The rights, remedies, powers, privileges, and discretions of the Administrative Agent hereunder (herein, the “Agents’ Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No delay or omission by an Agent in exercising or enforcing any of the Agents’ Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by an Agent of any Event

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of Default or of any default under any other agreement shall operate as a waiver of any other default hereunder or under any other agreement. No single or partial exercise of any of the Agents’ Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between any Agent and any person, at any time, shall preclude the other or further exercise of the Agents’ Rights and Remedies. No waiver by any Agent of any of the Agents’ Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Agents’ Rights and Remedies may be exercised at such time or times and in such order of preference as the Agents may determine. The Agents’ Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Liabilities.

ARTICLE 12 - Loan Fundings and Distributions:

12.1. FUNDING PROCEDURES.

(a) The Agent shall advise each Lender, no later than 2:00 PM on a date on which any Loan (other than a SwingLine Loan) is to be made, that such Loan is to be made and whether the Loan is a Revolving Credit Loan or a Last Out Revolving Loan. Such advice, in each instance, may be by telephone or facsimile transmission, provided that if such advice is by telephone, it shall be confirmed in writing. Advice of a Loan shall include the amount of and interest rate applicable to the subject Loan.

(b) Subject to that Lender’s Dollar Commitment, each Lender, by no later than the end of business on the day on which the subject Loan is to be made, shall Transfer that Lender’s Percentage Commitment of the subject Loan to the Administrative Agent.

12.2. SWINGLINE LOANS.

(a) In the event that, when a Revolving Credit Loan is requested, the aggregate unpaid balance of the SwingLine Loan is less than the SwingLine Loan Ceiling, then the SwingLine Lender may advise the Administrative Agent that the SwingLine Lender has determined to include up to the amount of the requested Revolving Credit Loan as part of the SwingLine Loan. In such event, the SwingLine Lender shall Transfer the amount of the requested Revolving Credit Loan to the Administrative Agent.

(b) The SwingLine Loan shall be converted to a Revolving Credit Loan in which all Revolving Credit Lenders participate as follows:

(i) At any time and from time to time, the SwingLine Lender may advise the Administrative Agent that all, or any part, of the SwingLine Loan is to be converted to a Revolving Credit Loan in which all Revolving Credit Lenders participate, provided that if the Administrative Agent is not so advised by the SwingLine Lender, then all SwingLine Loans shall be converted no less frequently than weekly to Revolving Credit Loans in which all Revolving Credit Lenders participate.

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(ii) At the initiation of a Liquidation, the then entire unpaid principal balance of the SwingLine Loan shall be converted to a Revolving Credit Loan in which all Revolving Credit Lenders participate.

In either such event, the Administrative Agent shall advise each Revolving Credit Lender of such conversion as if, and with the same effect as if, such conversion were the making of a Revolving Credit Loan as provided in Section 13.1.

(d) The SwingLine Lender, in its capacity as SwingLine Lender, is not a “Lender” for any of the following purposes:

(i) Except as otherwise specifically provided in the relevant Section, any distribution pursuant to Section 13.7.

(ii) Determination of whether the requisite holders of Loan Commitments have Consented to action requiring such Consent.

12.3. ADMINISTRATIVE AGENT’S COVERING OF FUNDINGS:

(a) Each Lender shall make available to the Administrative Agent, as provided herein, that Lender’s Percentage Commitment of the following:

(i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of the Revolving Credit Loans.

(ii) Up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of each L/C Drawing (to the extent that such L/C Drawing is not “covered” by a Revolving Credit Loan as provided herein).

(iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans.

(b) In all circumstances, the Administrative Agent may:

(i) Assume that each Lender, subject to Section 12.3(a), timely shall make available to the Administrative Agent that Lender’s Percentage Commitment of each Loan, notice of which is provided pursuant to Section 12.1 and shall make available, to the extent not “covered” by a Revolving Credit Loan, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of any honoring of an L/C.

(ii) In reliance upon such assumption, make available the corresponding amount to the Loan Parties.

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(iii) Assume that each Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents.

(c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available a Lender’s Percentage Commitment of one or more Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Lender (a “Delinquent Lender”) fails to provide to the Administrative Agent within One (1) Business Day of written notice of such failure, then:

(i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” (and is so referred to herein).

(ii) All interest paid by the Loan Parties on account of the Loan or coverage of the subject L/C Drawing which consist of the Administrative Agent’s Cover shall be retained by the Administrative Agent until the Administrative Agent’s Cover, with interest, has been paid.

(iii) The Delinquent Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate on any Administrative Agent’s Cover in respect of that Delinquent Lender

(iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties on account of the Administrative Agent’s Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s Cover was provided and only then towards amounts in which the Delinquent Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a) (which relates to ordinary course distributions) or Section 13.6 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Lender would otherwise have been entitled to a distribution.

(v) Subject to Subsection 12.3(c)(iv) the Delinquent Lender shall be entitled to receive any payments from the Loan Parties to which the Delinquent Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) above.

(d) A Delinquent Lender shall not be relieved of any obligation of such Delinquent Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Lender).

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(e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following:

(i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender.

Plus

(ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender).

Plus

(iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.

12.4. ORDINARY COURSE DISTRIBUTIONS: CREDIT FACILITIES. (This Section 12.4 applies unless the provisions of Section 13.6 (which relates to distributions in the event of a Liquidation) become operative).

(a) Weekly, on such day as may be set from time to time by the Administrative Agent (or more frequently at the Administrative Agent’s option), the Administrative Agent and each Lender shall settle up on amounts advanced under the Credit Facilities and collected funds received in the Concentration Account.

(b) The Administrative Agent shall distribute to the SwingLine Lender and to each Lender such Person’s respective Pro-Rata share of interest payments on the Loans when actually received and collected by the Administrative Agent (excluding the one Business Day for settlement provided for in 7.5(a) which shall be for the account of the Administrative Agent only). For purposes of calculating interest due to a Lender, that Lender shall be entitled to receive interest on the actual amount contributed by that Lender towards the principal balance of the Loans outstanding during the applicable period covered by the interest payment made by the Loan Parties. Any net principal reductions to the Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Lender, until the Administrative Agent has distributed to that Lender its Pro-Rata share thereof.

(i) L/C Fee (Section 2.21(a)): Pro-Rata to the Revolving Credit Lenders.

(ii) Revolving Credit Unused Line Fee (Section 2.18): Pro-Rata to the Revolving Credit Lenders.

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(iii) Last Out Unused Line Fee (Section 2.16): Pro Rata to the Last Out Revolving Lenders.

(iv) Commitment Fee (Section 2.16): As provided in separate letter agreements with the respective Lenders.

(d) No Lender shall have any interest in or right to receive any part of the following:

(i) Any interest which reflects “float” as described in the proviso included in Section 7.5(a), all of which float shall be for the account of the Administrative Agent only.

(ii) The Administrative Agent’s Fee (Section 2.17) to be paid by the Loan Parties to the Administrative Agent.

(iii) Fees described in Section 2.21(b) (which relates to fees associated with, among other things, the issuance of L/C’s): Retained by the Issuer.

(iv) The Arrangement Fee which shall be retained by BAS.

(e) Any amount received by the Administrative Agent or the Collateral Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys’ fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Lenders, Pro-Rata determined as of the date on which the expense, in respect of which such reimbursement is being made, was incurred).

(f) Each distribution pursuant to this Section 12.4 is subject to Section 12.3(c), above (which relates to the effect of the failure of any Lender to have Transferred to the Administrative Agent any amount which that Lender is then obligated to so Transfer pursuant to the within Agreement).

ARTICLE 13 - Acceleration and Liquidation:

13.1. ACCELERATION NOTICES.

(a) The Administrative Agent may give the Collateral Agent and Lenders an Acceleration Notice at any time following the occurrence of an Event of Default.

(b) The SuperMajority Lenders may give the Administrative Agent an Acceleration Notice at any time following the occurrence of an Event of Default. Such notice may be by multiple counterparts, provided that counterparts executed by the requisite Lenders are received by the Administrative Agent within a period of five (5) consecutive Business Days.

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13.2. ACCELERATION. Unless stayed by judicial or statutory process, the Administrative Agent shall Accelerate the Liabilities. within a commercially reasonable time following:

(a) The Administrative Agent’s giving of an Acceleration Notice to the Collateral Agent and the Lenders as provided in Section 13.1(a).

(b) The Administrative Agent’s receipt of an Acceleration Notice from the SuperMajority Lenders, in compliance with Section 13.1(b).

13.3. INITIATION OF LIQUIDATION. Unless stayed by judicial or statutory process, a Liquidation shall be initiated by the Collateral Agent within a commercially reasonable time following Acceleration of the Liabilities.

13.4. ACTIONS AT AND FOLLOWING INITIATION OF LIQUIDATION.

(a) At the initiation of a Liquidation:

(i) The unpaid principal balance of the SwingLine Loan (if any) shall be converted to a Revolving Credit Loan in which all Revolving Credit Lenders participate.

(ii) The Administrative Agent and the Revolving Credit Lenders shall “net out” each Revolving Credit Lender’s respective contributions towards the Revolving Credit Loans, so that each Revolving Credit Lender holds that Revolving Credit Lender’s Revolving Credit Percentage Commitment of the Revolving Credit Loans and advances.

(b) Following the initiation of a Liquidation, each Revolving Credit Lender shall contribute, towards any L/C thereafter honored and not immediately reimbursed by the Loan Parties, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of such honoring.

(c) Following the initiation of a Liquidation, each Revolving Credit Lender shall contribute, towards any L/C thereafter honored and not immediately reimbursed by the Loan Parties, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of such honoring.

13.5. COLLATERAL AGENT’S CONDUCT OF LIQUIDATION.

(a) Any Liquidation shall be conducted by the Collateral Agent in the manner determined by it to be commercially reasonable.

(b) The Collateral Agent may establish one or more Nominees to “bid in” or otherwise acquire ownership to any Post Foreclosure Asset.

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(c) The Collateral Agent shall manage the Nominee and manage and dispose of any Post Foreclosure Assets with a view towards the realization of the economic benefits of the ownership of the Post Foreclosure Assets and in such regard, the Collateral Agent and/or the Nominee may operate, repair, manage, maintain, develop, and dispose of any Post Foreclosure Asset in such manner as the Collateral Agent determines as appropriate under the circumstances.

(d) Each Agent may decline to undertake or to continue taking a course of action or to execute an action plan (whether proposed by an Agent or a Lender) unless indemnified Pro-Rata to that Agent’s satisfaction by the Lenders against any and all liability and expense which may be incurred by that Agent by reason of taking or continuing to take that course of action or action plan.

(e) The Administrative Agent and each Lender shall execute all such instruments and documents not inconsistent with the provisions of this Agreement as the Administrative Agent and/or the Nominee reasonably may request with respect to the creation and governance of any Nominee, the conduct of the Liquidation, and the management and disposition of any Post Foreclosure Asset.

13.6. DISTRIBUTION OF LIQUIDATION PROCEEDS.

(a) The Collateral Agent may establish one or more reasonably funded reserve accounts into which proceeds of the conduct of any Liquidation may be deposited in anticipation of future expenses which may be incurred by any Agent in the exercise of rights as a secured creditor of the Loan Parties and prior claims which the Agents anticipate may need to be paid.

(b) The Collateral Agent shall distribute the proceeds of any Liquidation to the Administrative Agent.

(c) The Administrative Agent shall distribute the net proceeds of Liquidation, as distributed to the Administrative Agent by the Collateral Agent pursuant to Section 13.6(b), in accordance with the relative priorities set forth in Section 13.7.

(d) Each Lender, on the written request of the Administrative Agent and/or any Nominee, not more frequently than once each month, shall reimburse the Agents and/or any Nominee, Pro-Rata, for any cost or expense reasonably incurred by the Agents and/or the Nominee in the conduct of a Liquidation, which amount is not covered out of current proceeds of the Liquidation, which reimbursement shall be paid over to and distributed by the Administrative Agent.

13.7. RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION.

(a) All distributions of proceeds of a Liquidation shall be net of payment over to the Agents as reimbursement for all reasonable third party costs and expenses incurred by the Agents and to Lenders’ Special Counsel and to any funded reserve established pursuant to Section 13.6(a).

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(b) The relative priorities to the proceeds of a Liquidation shall be distributed based on the following relative priorities:

(i) First, to the SwingLine Lender, on account of any SwingLine Loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and then

(ii) Second, to pay interest due with respect to all Loans;

(iii) Third, to the Revolving Credit Lenders (other than any Delinquent Lender) and Issuer, Pro-Rata, to the unpaid principal balance of Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereof; and then

(iv) Fourth, to the Revolving Credit Lenders (other than any Delinquent Lender), Pro-Rata, to Revolving Credit Fees, and then

(v) Fifth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, to the unpaid principal balance of the Last Out Revolving Loans; and then

(vi) Sixth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then

(vii) Seventh, to any Delinquent Lenders, Pro-Rata to amounts to which such Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iii), through 13.7(b)(vi) and then

(viii) Eighth, to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto; and then

(ix) Ninth, to the Secured Parties on account of any Liabilities arising in connection with any Hedge Agreement.

ARTICLE 14 - THE AGENTS:

14.1. APPOINTMENT OF THE AGENTS.

(a) Each Lender appoints and designates Bank of America as the “Administrative Agent” hereunder and under the Loan Documents.

(b) Each Lender appoints and designates Bank of America as the “Collateral Agent” hereunder and under the Loan Documents.

(i) To execute those of the Loan Documents and all other instruments relating thereto to which that Agent is a party.

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(ii) To take such action on behalf of the Lenders and to exercise all such powers as are expressly delegated to that Agent hereunder and in the Loan Documents and all related documents, together with such other powers as are reasonably incident thereto.

(d) Reserved.

(e) Wells Fargo Foothill, LLC. has been granted the title of “Syndication Agent”, and National City Business Credit, Inc. has been granted the title of “Documentation Agent” in which capacity none shall have any rights nor any responsibilities. Any of the foregoing may resign such position at any time by written notice to the Administrative Agent and, in any event, shall cease to be Syndication Agent or Documentation Agent, as the case may be, contemporaneously with its ceasing to be a Revolving Credit Lender.

14.2. RESPONSIBILITIES OF AGENTS.

(a) The Administrative Agent shall have principal responsibilities for and primary authority for the administration of the credit facilities contemplated by this Agreement and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority.

(b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation.

(c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Agreement.

(d) Neither Agent nor any of its Affiliates shall be responsible to any Lender for any of the following:

(i) Any recitals, statements, representations or warranties made by any Loan Party or any other Person.

(ii) Any appraisals or other assessments of the assets of any Loan Party or of any other Person responsible for or on account of the Liabilities.

(iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein.

(iv) Any failure by any Loan Party or any other Person (other than the subject Agent) to perform its obligations under the Loan Documents.

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(e) Each Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the subject Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person.

(f) Neither Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of their respective counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct.

(g) Neither Agent shall have any responsibility in any event for more funds than that Agent actually receives and collects.

(h) The Agents, in their separate capacities as Lenders, shall have the same rights and powers hereunder as any other Lender.

14.3. CONCERNING DISTRIBUTIONS BY THE AGENTS.

(a) Each Agent, in that Agent’s reasonable discretion based upon that Agent’s determination of the likelihood that additional payments will be received, expenses incurred, and/or claims made by third parties to all or a portion of such proceeds, may delay the distribution of any payment received on account of the Liabilities.

(b) Each Agent may disburse funds prior to determining that the sums which that Agent expects to receive have been finally and unconditionally paid to that Agent. If and to the extent that Agent does disburse funds and it later becomes apparent that the Agent did not then receive a payment in an amount equal to the sum paid out, then any Lender to whom the Agent made the funds available, on demand from the Agent, shall refund to the Administrative Agent the sum paid to that person.

(c) If, in the opinion of an Agent, the distribution of any amount received by that Agent might involve that Agent in liability, or might be prohibited hereby, or might be questioned by any Person, then that Agent may refrain from making distribution until that Agent’s right to make distribution has been adjudicated by a court of competent jurisdiction.

(d) The proceeds of any Lender’s exercise of any right of, or in the nature of, set-off shall be deemed, First, to the extent that a Lender is entitled to any distribution hereunder, to constitute such distribution and Second, shall be shared with the other Lenders as if distributed pursuant to (and shall be deemed as distributions under) Section 13.7.

(e) Each Lender recognizes that the crediting of the Loan Parties with the “proceeds” of any transaction in which a Post Foreclosure Asset is acquired is a non-cash transaction and that, in consequence, no distribution of such “proceeds” will be made by the Administrative Agent to any Lender.

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(f) In the event that (x) a court of competent jurisdiction shall adjudge that any amount received and distributed by the Administrative Agent is to be repaid or disgorged or (y) the requisite Lenders (as provided in Section 15.5(e)) determine to effect such repayment or disgorgement, then each Lender to which any such distribution shall have been made shall repay, to the Agent which had made such distribution, that Lender’s Pro-Rata share of the amount so adjudged or determined to be repaid or disgorged.

14.4. Dispute Resolution. Any dispute among the Lenders and/or any Agent concerning the interpretation, administration, or enforcement of the financing arrangements contemplated by this or any other Loan Document or the interpretation or administration of this or any other Loan Document which cannot be resolved amicably shall be resolved in the United States District Court for the District of Massachusetts, sitting in Boston or in the Superior Court of Suffolk County, Massachusetts, to the jurisdiction of which courts each Lender hereby submits.

14.5. DISTRIBUTIONS OF NOTICES AND OF DOCUMENTS. The Administrative Agent will forward to each Lender, promptly after the Administrative Agent’s receipt thereof, a copy of each notice or other document furnished to the Administrative Agent pursuant to this Agreement, including monthly, quarterly, and annual financial statements received from the Borrowers’ Representative pursuant to Article 6 of this Agreement, other than any of the following:

(a) Routine communications associated with requests for Loans and/or the issuance of L/C’s.

(b) Routine or nonmaterial communications.

(c) Any notice or document required by any of the Loan Documents to be furnished to the Lenders by the Borrowers’ Representative.

(d) Any notice or document of which the Administrative Agent has knowledge that such notice or document had been forwarded to the Lenders other than by the Administrative Agent.

14.6. CONFIDENTIAL INFORMATION.

(a) Each Lender will maintain, as confidential (other than to their respective attorneys, agents, accountants, participants and prospective participants) all of the following:

(i) Proprietary approaches, techniques, and methods of analysis which are applied by the Administrative Agent in the administration of the credit facility contemplated by this Agreement.

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(ii) Proprietary forms and formats utilized by the Administrative Agent in providing reports to the Lenders pursuant hereto, which forms or formats are not of general currency.

(iii) Confidential information provided by any Loan Party pursuant to the Loan Documents, other than any information which becomes known to the general public through sources other than that Lender.

(b) Nothing included herein shall prohibit the disclosure of any such information as may be required to be provided by judicial process or by regulatory authorities having jurisdiction over any party to this Agreement.

14.7. RELIANCE BY AGENTS. Each Agent shall be entitled to rely upon any certificate, notice or other document (including any cable, telegram, telex, or facsimile) reasonably believed by that Agent to be genuine and correct and to have been signed or sent by or on behalf of the proper person or persons, and upon advice and statements of attorneys, accountants and other experts selected by that Agent. As to any matters not expressly provided for in this Agreement, any Loan Document, or in any other document referred to therein, that Agent shall in all events be fully protected in acting, or in refraining from acting, in accordance with the applicable Consent required by this Agreement. Instructions given with the requisite Consent shall be binding on all Lenders.

14.8. NON-RELIANCE ON AGENTS AND OTHER LENDERS.

(a) Each Lender represents to all other Lenders and to the Agents that such Lender:

(i) Independently and without reliance on any representation or act by any Agent or by any other Lender, and based on such documents and information as that Lender has deemed appropriate, has made such Lender’s own appraisal of the financial condition and affairs of the Loan Parties and decision to enter into this Agreement.

(ii) Has relied upon that Lender’s review of the Loan Documents by that Lender and by counsel to that Lender as that Lender deemed appropriate under the circumstances.

(b) Each Lender agrees that such Lender, independently and without reliance upon any Agent or any other Lender, and based upon such documents and information as such Lender shall deem appropriate at the time, will continue to make such Lender’s own appraisals of the financial condition and affairs of the Loan Parties when determining whether to take or not to take any discretionary action under this Agreement.

(c) Neither Agent in the discharge of that Agent’s duties hereunder, shall be required to make inquiry of, or to inspect the properties or books of, any Person.

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(d) Except for notices, reports, and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder (as to which, see Section 14.5), the Agents shall not have any affirmative duty or responsibility to provide any Lender with any credit or other information concerning any Person, which information may come into the possession of Agents or any Affiliate of an Agent.

(e) Each Lender, at such Lender’s request, shall have reasonable access to all nonprivileged documents in the possession of the Agents, which documents relate to the Agents’ performance of their duties hereunder.

14.9. INDEMNIFICATION. Without limiting the liabilities of the Loan Parties under any this or any of the other Loan Documents, each Lender shall indemnify each Agent, Pro-Rata, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees and expenses and other out-of-pocket expenditures) which may at any time be imposed on, incurred by, or asserted against that Agent and in any way relating to or arising out of this Agreement or any other Loan Document or any documents contemplated by or referred to therein or the transactions contemplated thereby or the enforcement of any of terms hereof or thereof or of any such other documents, provided, however, no Lender shall be liable for any of the foregoing to the extent that any of the foregoing arises from any action taken or omitted to be taken by the subject Agent as to which a final judicial determination has been or is made (in a proceeding in which the subject Agent has had an opportunity to be heard) that the subject Agent had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct.

14.10. RESIGNATION OF AGENT.

(a) An Agent may resign at any time by giving 60 days’ prior written notice thereof to the Lenders and to the other Agent. Upon receipt of any such notice of resignation, the SuperMajority Lenders shall have the right to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Borrowers’ Representative, not to be unreasonably withheld and, in any event, deemed given by the Borrowers’ Representative if no written objection is provided by the Borrowers’ Representative to the (resigning) Agent within seven (7) Business Days notice of such proposed appointment). If a successor Agent shall not have been so appointed and accepted such appointment within 30 days after the giving of notice by the resigning Agent, then the resigning Agent may appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $500,000,000.00. The consent of the Borrowers’ Representative otherwise required by this Section 14.10(a) shall not be required if an Event of Default has occurred.

(b) Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent’s duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner or in bad faith.

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(c) After any retiring Agent’s resignation, the provisions of this Agreement and of all other Loan Documents shall continue in effect for the retiring Person’s benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

ARTICLE 15 - Action By Agents - Consents - Amendments - Waivers:

15.1. ADMINISTRATION OF CREDIT FACILITIES.

(a) Except as otherwise specifically provided in this Agreement, each Agent may take any action with respect to the credit facility contemplated by the Loan Documents as that Agent determines to be appropriate within their respective areas of responsibility and authority, as set forth in Sections 14.2(b) and 14.2(a), provided, however, neither Agent is under any affirmative obligation to take any action which it is not required by this Agreement or the Loan Documents specifically to so take.

(b) Except as specifically provided in the following Sections of this Agreement, whenever a Loan Document or this Agreement provides that action may be taken or omitted to be taken in an Agents’ discretion, that Agent shall have the sole right to take, or refrain from taking, such action without, and notwithstanding, any vote of the Lender:


ACTIONS DESCRIBED IN SECTION		TYPE OF CONSENT REQUIRED

15.2		Majority Lenders

15.3		SuperMajority Revolving Credit Lenders

15.4		SuperMajority Lenders

15.5		Certain Consent

15.6		Unanimous Consent

15.7		Consent of SwingLine Lender

15.8		Consent of the Agents

(c) The rights granted to the Lenders in those sections referenced in Section 15.1(b) shall not otherwise limit or impair any Agent’s exercise of its discretion under the Loan Documents.

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15.2. ACTIONS REQUIRING OR ON DIRECTION OF MAJORITY LENDERS. Except as otherwise provided in this Agreement, the Consent or direction of the Majority Lenders is required for any amendment, waiver, or modification of any Loan Document.

15.3. ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY REVOLVING CREDIT LENDERS. The Consent or direction of the SuperMajority Revolving Credit Lenders is required as follows:

(a) The Lenders agree that any loan or advance under the Credit Facilities which results in a Protective OverAdvance may be made by the Administrative Agent in its discretion without the Consent of the Lenders and that each Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Revolving Credit Lenders is required to permit a Protective OverAdvance to be outstanding for more than 45 consecutive Business Days or more than twice in any twelve month period. (Any Protective OverAdvance which is permitted by this Section 15.3(a) is referred to as a “Permitted Protective OverAdvance”).

(b) Amendment of the definition of “SuperMajority Revolving Credit Lenders”.

15.4. ACTIONS REQUIRING CONSENT OR ON DIRECTION OF SUPERMAJORITY LENDERS.

(a) If any Default has occurred and is continuing, the SuperMajority Lenders may direct the Administrative Agent to suspend the Credit Facilities, whereupon, as long as a Default shall have occurred and be continuing, the only Loans which may be made are the following:

(i) Revolving Credit Loans made to “cover” the honoring of L/C’s.

(ii) Permitted Protective OverAdvances.

(iii) Loans made with Consent of the SuperMajority Lenders.

(b) If an Event of Default has occurred and not been duly waived, the SuperMajority Lenders may:

(i) Give the Administrative Agent an Acceleration Notice in accordance with Section 13.1(b)

(ii) Direct the Administrative Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement.

(c) The definition of Availability Block shall not be amended in a manner to reduce the amount of the Availability Block without the Consent of the SuperMajority Lenders.

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15.5. ACTION REQUIRING CERTAIN CONSENT. The following Consent shall be required for the following actions:


ACTION		REQUIRED CONSENT

(a) Increase in the SwingLine Ceiling:		SwingLine Lender and the Majority Lenders.

(b) Any increase in any Lender’s Dollar Commitment or Percentage Commitment (other than by reason of the application of Section 15.11 (which deals with NonConsenting Credit Lenders) or Section 16.1 (which deals with assignments and participations)), it being understood that this Section 15.5(b) addresses changes to commitments inter se and not any increase in the Total Commitments.		All Lenders affected thereby other than any Delinquent Lender.

(c) Any forgiveness of all or any portion of any payment Liability.		All Lenders whose payment Liability is being so forgiven (other than any Delinquent Credit Lender, if otherwise applicable).

(d) Any decrease in any interest rate, fee or assessment payable under any of the Loan Documents and of any fee provided for by any Fee Letter (which may be amended by written agreement between the Borrowers’ Representative on the one hand, and the Administrative Agent on the other).		All Lenders adversely affected thereby (other than any Delinquent Lender, if otherwise applicable).

(e) Disgorgement as described in Section 14.3(f).		SuperMajority Lenders.

15.6. ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent:

(a) Any extension of the Maturity Date.

(b) Any release of all or substantially all of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation.

(c) Any amendment of the definition of the terms “Borrowing Base”, “Last Out Borrowing Base”, “Availability” or “Aggregate Availability” or of any definition of any component thereof, such that more credit would be available to the Loan Parties, based on the same assets, as would have been available to the Loan Parties immediately prior to such amendment , it being understood, however, that:

(i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s administration of the Credit Facilities as otherwise permitted by this Agreement.

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(ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit Facilities, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value.

(d) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement).

(e) The making of any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvance, provided, however,

(i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “cover” any honoring of a drawing under any L/C; and

(ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value).

(f) The waiver of the obligation of the Loan Parties to reduce the unpaid principal balance of the Credit Facilities to an amount which does not exceed a Permitted Protective OverAdvance or, subject to the time limits included in Section 15.3(a) (which places time and frequency limits on Permitted Protective OverAdvances).

(g) Any amendment of this Article 15.

(h) Amendment of any of the following Sections of this Agreement:

(i) 12.4

(ii) 13.6

(iii) 13.7

(i) Amendment of any of the following Definitions:

“Appraised Inventory Liquidation Value”

“Majority Lenders”

“Permitted Protective OverAdvance”

“SuperMajority Lenders”

“Unanimous Consent”

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15.7. ACTIONS REQUIRING SWINGLINE LENDER CONSENT. No action, amendment, or waiver of compliance with, any provision of the Loan Documents or of this Agreement which affects the SwingLine Lender may be undertaken without the Consent of the SwingLine Lender.

15.8. ACTIONS REQUIRING AGENTS’ CONSENT.

(a) No action, amendment, or waiver of compliance with, any provision of the Loan Documents or of this Agreement which affects an Agent in its capacity as an Agent may be undertaken without the written consent of the Agents.

(b) No action referenced herein which affects the rights, duties, obligations, or liabilities of an Agent shall be effective without the written consent of the Agents.

15.9. MISCELLANEOUS ACTIONS.

(a) Notwithstanding any other provision of this Agreement, no single Lender independently may exercise any right of action or enforcement against or with respect to any Loan Party.

(b) Each Agent shall be fully justified in failing or refusing to take action under this Agreement or any Loan Document on behalf of any Lender unless that Agent shall first:

(i) receive such clear, unambiguous, written instructions as that Agent deems appropriate; and

(ii) be indemnified to that Agent’s satisfaction by the Lenders against any and all liability and expense which may be incurred by that Agent by reason of taking or continuing to take any such action, unless such action had been grossly negligent, in willful misconduct, or in bad faith.

(c) Each Agent may establish reasonable procedures for the providing of direction and instructions from the Lenders to that Agent, including its reliance on multiple counterparts, facsimile transmissions, and time limits within which such direction and instructions must be received in order to be included in a determination of whether the requisite Loan Commitments has provided its direction, Consent, or instructions.

15.10. ACTIONS REQUIRING BORROWERS’ REPRESENTATIVE’S CONSENT.

(a) The Borrowers’ Representative’s consent is required for any amendment of this Agreement, except that each of the following Articles of this Agreement may be amended without the consent of the Borrowers’ Representative:


Article		Title of Article
12		Loan Fundings and Distributions
15		The Agents

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(b) The Borrowers’ Representative’s consent to the amendment of those provisions referenced in Section 15.10(a) shall be deemed given unless written objection is made, within seven (7) Business Days following the Administrative Agent’s giving notice to the Borrowers’ Representative of the proposed amendment; and

(i) shall not be required following the occurrence of any Event of Default.

15.11. NONCONSENTING LENDER.

(a) In the event that a Lender (in this Section 15.11, a “NonConsenting Lender”) does not provide its Consent to a proposal by the Administrative Agent to take action which requires consent under this Article 15, then one or more Lenders who provided Consent to such action may require the assignment, without recourse and in accordance with the procedures outlined in Section 16.1, below, of the NonConsenting Lender’s commitment hereunder on five (5) days written notice to the Administrative Agent and to the NonConsenting Lender.

(b) At the end of such five (5) days, and provided that the NonConsenting Lender delivers the Note held by the NonConsenting Lender to the Administrative Agent, the Lenders who have given such written notice shall Transfer the following to the NonConsenting Lender:

(i) Such NonConsenting Lender’s Pro-Rata share of the principal and interest of the Loans to the date of such assignment.

(ii) All fees distributable hereunder to the NonConsenting Lender to the date of such assignment.

(iii) Any out-of-pocket costs and expenses for which the NonConsenting Lender is entitled to reimbursement from the Loan Parties.

(c) In the event that the NonConsenting Lender fails to deliver to the Administrative Agent the Note held by the NonConsenting Lender as provided in Section 15.11(b), then:

(i) The amount otherwise to be Transferred to the NonConsenting Lender shall be Transferred to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to the NonConsenting Lender upon delivery of the Note held by that NonConsenting Lender.

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(ii) The Note held by the NonConsenting Lender shall have no force or effect whatsoever.

(iii) The NonConsenting Lender shall cease to be a “Lender”.

(iv) The Lender(s) which have Transferred the amount to the Administrative Agent as described above shall have succeeded to all rights and become subject to all of the obligations of the NonConsenting Lender as a “Lender”.

(d) In the event that more than One (1) Lender wishes to require such assignment, the NonConsenting Lender’s commitment hereunder shall be divided among such Lenders, pro-rata based upon their respective Loan Commitments, with the Administrative Agent coordinating such transaction.

(e) The Administrative Agent shall coordinate the retirement of the Note held by the NonConsenting Lender and the issuance of Notes to those Lenders which “take-out” such NonConsenting Lender, provided, however, no processing fee otherwise to be paid as provided in Section 16.2(b) shall be due under such circumstances.

ARTICLE 16 - Assignments By Lenders:

16.1. ASSIGNMENTS AND ASSUMPTIONS.

Except as provided herein, each Lender (in this Section 16.1, an “Assigning Lender”) may assign to one or more Eligible Assignees (in this Section 16.1, each an “Assignee Lender”) all or a portion of that Lender’s interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Commitment) and the same portion of the Loans at the time owing to it, and of the Note held by the Assigning Revolving Credit Lender, provided that:

(a) The Administrative Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any Assignee Lender having a Dollar Commitment of less than the “minimum hold” amount specified in Section 16.1(c).

(b) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Lender’s rights and obligations under this Agreement.

(c) Following the effectiveness of such assignment, the Assigning Lender’s Dollar Commitment (if not an assignment of all of the Assigning Lender’s Commitment) shall not be less than $5,000,000.00.

(d) If no Event of Default has occurred, such assignment shall be subject to the consent of the Borrowers’ Representative, not to be unreasonably withheld or delayed and which consent shall be deemed given if no written objection is received within seven (7) days of the Borrowers’ Representative’s receipt of notice of such proposed assignment.

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16.2. ASSIGNMENT PROCEDURES. (This Section 16.2 describes the procedures to be followed in connection with an assignment effected pursuant to this Article 16 and permitted by Section 16.1).

(a) The parties to such an assignment shall execute and deliver to the Administrative Agent, for recording in the Register, an Assignment and Acceptance substantially in the form of EXHIBIT 16.1, annexed hereto (an “Assignment and Acceptance”).

(b) The Assigning Lender shall deliver to the Administrative Agent, with such Assignment and Acceptance, the Note held by the subject Assigning Lender and the Administrative Agent’s processing fee of $3,000.00, provided, however, no such processing fee shall be due where the Assigning Lender is one of the Lenders at the initial execution of this Agreement.

(c) The Administrative Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a register or similar list (the “Register”) for the recordation of the names and addresses of the Lenders and of the Loan Commitments, the Revolving Credit Percentage Commitment, Revolving Credit Percentage Commitment of each Lender, Last Out Revolving Commitment Percentage, and the Last Out Commitments. The Register shall be available for inspection by the Lenders at any reasonable time and from time to time upon reasonable prior notice. In the absence of manifest error, the entries in the Register shall be conclusive and binding on all Lenders. The Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a “Lender” hereunder for all purposes of this Agreement.

(d) The Assigning Revolving Credit Lender and Assignee Revolving Credit Lender, directly between themselves, shall make all appropriate adjustments in payments for periods prior to the effective date of an Assignment and Assumption.

16.3. EFFECT OF ASSIGNMENT.

(a) From and after the effective date specified in an Assignment and Acceptance which has been executed, delivered, and recorded (which effective date the Administrative Agent may delay by up to five (5) Business Days after the delivery of such Assignment and Acceptance):

(i) The Assignee Lender:

(A) Shall be a party to this Agreement and the other Loan Documents (and to any amendments thereof) as fully as if the Assignee Lender had executed each.

(B) Shall have the rights of a Lender hereunder to the extent of the Loan Commitment, the Revolving Credit Percentage Commitment and Percentage Commitment assigned by such Assignment and Acceptance.

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(ii) The Assigning Lender shall be released from the Assigning Lender’s obligations under this Agreement and the Loan Documents to the extent of the Commitment assigned by such Assignment and Acceptance.

(iii) The Administrative Agent shall undertake to obtain and distribute replacement Notes to the subject Assigning Revolving Credit Lender and Assignee Revolving Credit Lender.

(b) By executing and delivering an Assignment and Acceptance, the parties thereto confirm to and agree with each other and with all parties to this Agreement as to those matters which are set forth in the subject Assignment and Acceptance.

ARTICLE 17 - Notices:

17.1. NOTICE ADDRESSES. All notices, demands, and other communications made in respect of any Loan Document (other than a request for a loan or advance or other financial accommodation under the Credit Facilities) shall be made to the following addresses, each of which may be changed upon seven (7) days written notice to all others given by certified mail, return receipt requested:

If to either Agent:

Bank of America, N.A.

40 Broad Street

Boston, Massachusetts 02109

Attention: Kathleen Dimock

Managing Director

Fax: 617-434-4312

With a copy to:

Riemer & Braunstein LLP

Three Center Plaza

Boston, Massachusetts 02108

Attention: Kevin J. Simard Esquire

Fax: 617-880-3456

If to the Borrowers’ Representative

And All Loan Parties:

Casual Male Retail Group, Inc.

555 Turnpike Street

Canton, Massachusetts 02021

Attention: Dennis Hernreich

Chief Financial Officer

Fax: 781-828-3221

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With a copy to:

Greenberg Traurig LLP

One International Place

Boston, Massachusetts 02110

Attention: Jonathan Bell, Esquire

Fax: 617-310-6001

17.2. NOTICE GIVEN.

(a) Except as otherwise specifically provided herein, notices shall be deemed made and correspondence received, as follows (all times being local to the place of delivery or receipt):

(i) By mail: the sooner of when actually received or three (3) days following deposit in the United States mail, postage prepaid.

(ii) By recognized overnight express delivery: the Business Day following the day when sent.

(iii) By hand: If delivered on a Business Day after 9:00 AM and no later than three (3) hours prior to the close of customary business hours of the recipient, when delivered. Otherwise, at the opening of the then next Business Day.

(iv) By facsimile transmission (which must include a header on which the party sending such transmission is indicated): If sent on a Business Day after 9:00 AM and no later than three (3) hours prior to the close of customary business hours of the recipient, one (1) hour after being sent. Otherwise, at the opening of the then next Business Day.

(b) Rejection or refusal to accept delivery and inability to deliver because of a changed address or Facsimile Number for which no due notice was given shall each be deemed receipt of the notice sent.

17.3. WIRE INSTRUCTIONS. Subject to change in the same manner that a notice address may be changed (as to which, see Section 17.1), wire transfers to the Administrative Agent shall be made in accordance with the following wire instructions:


		Bank of America, N.A.
		ABA No. 026009593
		Acct Name: Bank of America Retail Group
		Acct No. : 530-39952
		Reference: Casual Male Retail Group

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ARTICLE 18 - Term:

18.1. TERMINATION OF CREDIT FACILITIES. The Credit Facilities shall remain in effect (subject to suspension as provided in Section 2.7(g) hereof) until the Termination Date.

18.2. ACTIONS ON TERMINATION.

(a) On the Termination Date, the Loan Parties shall pay the Administrative Agent (whether or not then due), in immediately available funds, all then Liabilities including, without limitation: the following:

(i) The entire balance of the Loan Account (including the unpaid principal balance of the Loans and SwingLine Loan).

(ii) Any then remaining unpaid installments of the Commitment Fees.

(iii) Any then remaining unpaid installments of the Administrative Agent’s Fee.

(iv) Any payments due on account of the indemnification obligations included in Section 2.13(e).

(v) Any accrued and unpaid Unused Line Fee.

(vi) All unreimbursed costs and expenses of each Agent and of Lenders’ Special Counsel for which each Loan Party is responsible.

(b) On the Termination Date, the Loan Parties shall also shall make such arrangements concerning any L/C’s then outstanding as are reasonably satisfactory to the Administrative Agent (such as their being cash collateralized at 103 % of their then Stated Amount).

(c) Until such payment (Section 18.2(a)) and arrangements concerning L/C’s (Section 18.2(b)), all provisions of this Agreement, other than those included in Article 2 which place any obligation on the Administrative Agent or any Lender to make any loans or advances or to provide any financial accommodations to any Borrower shall remain in full force and effect until all Liabilities shall have been paid in full.

(d) The release by the Collateral Agent of the Collateral Interests granted the Collateral Agent by the Loan Parties hereunder may be upon such conditions and indemnifications as the Administrative Agent reasonably may require.

ARTICLE 19 - General:

19.1. PROTECTION OF COLLATERAL. No Agent has any duty as to the collection or protection of the Collateral beyond the safe custody of such of the Collateral as may come into the possession of that Agent.

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19.2. PUBLICITY. The Agent may issue a “tombstone” notice of the establishment of the credit facility contemplated by this Agreement and may make reference to each Loan Party (and may utilize any logo or other distinctive symbol associated with each Loan Party) in connection with any advertising, promotion, or marketing undertaken by the Agent.

19.3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Borrowers’ Representative, each Loan Party, and their respective representatives, successors, and assigns and shall inure to the benefit of each Agent and each Lender and their respective successors and assigns, provided, however, no trustee or other fiduciary appointed with respect to any Loan Party shall have any rights hereunder. In the event that any Agent or any Lender assigns or transfers its rights under this Agreement, the assignee shall thereupon succeed to and become vested with all rights, powers, privileges, and duties of such assignor hereunder and such assignor shall thereupon be discharged and relieved from its duties and obligations hereunder.

19.4. SEVERABILITY. Any determination that any provision of this Agreement or any application thereof is invalid, illegal, or unenforceable in any respect in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement.

19.5. AMENDMENTS. COURSE OF DEALING.

(a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between each Loan Party and each Agent and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by any Agent or any Lender to give notice to the Borrowers’ Representative of any Loan Party’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document.

(b) Each Loan Party may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Administrative Agent. Subject to Article 16, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Administrative Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Administrative Agent shall be in reliance upon all representations and warranties theretofore made to the Administrative Agent by or on behalf of the Loan Parties (and any other guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

19.6. POWER OF ATTORNEY. In connection with all powers of attorney included in this Agreement, each Loan Party hereby grants unto the Administrative Agent (acting through any of its officers) full power to do any and all things necessary or appropriate in connection with the

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exercise of such powers as fully and effectually as that Loan Party might or could do, hereby ratifying all that said attorney shall do or cause to be done by virtue of this Agreement. No power of attorney set forth in this Agreement shall be affected by any disability or incapacity suffered by any Loan Party and each shall survive the same. All powers conferred upon the Administrative Agent or the Collateral Agent by this Agreement, being coupled with an interest, shall be irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Administrative Agent.

19.7. APPLICATION OF PROCEEDS. The proceeds of any collection, sale, or disposition of the Collateral, or of any other payments received hereunder, shall be applied towards the Liabilities in such order and manner as the Administrative Agent determines in its sole discretion, consistent, however, with Sections 13.6 and 13.7 and any other applicable provisions of this Agreement. The Loan Parties shall remain liable for any deficiency remaining following such application.

19.8. INCREASED COSTS. If, as a result of any Requirement of Law, or of the interpretation or application thereof by any court or by any governmental or other authority or entity charged with the administration thereof, whether or not having the force of law, which on and after the Closing Date:

(a) subjects any Lender to any taxes or changes the basis of taxation, or increases any existing taxes, on payments of principal, interest or other amounts payable by any Loan Party to the Administrative Agent or any Lender under this Agreement (except for taxes on the Administrative Agent or any Lender based on net income or capital imposed by the jurisdiction in which the principal or lending offices of the Administrative Agent or that Lender are located);

(b) imposes, modifies or deems applicable any reserve, cash margin, special deposit or similar requirements against assets held by, or deposits in or for the account of or loans by or any other acquisition of funds by the relevant funding office of any Lender;

(d) imposes on any Lender a requirement to maintain or allocate capital in relation to the Liabilities;

and the result of any of the foregoing, in such Lender’s reasonable opinion, is to increase the cost to that Lender of making or maintaining any loan, advance or financial accommodation or to reduce the income receivable by that Lender in respect of any loan, advance or financial accommodation by an amount which that Lender deems to be material, then upon written notice from the Administrative Agent, from time to time, to the Borrowers’ Representative (such notice to set out in reasonable detail the facts giving rise to and a summary calculation of such increased cost or reduced income), the Loan Parties shall forthwith pay to the Administrative Agent, for the benefit of the subject Revolving Credit Lender, upon receipt of such notice, that amount which shall compensate the subject Lender for such additional cost or reduction in income.

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19.9. COSTS AND EXPENSES OF AGENTS AND LENDERS.

(a) The Loan Parties shall pay from time to time on demand all Costs of Collection and all reasonable costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) which are incurred by each Agent in connection with the preparation, negotiation, execution, and delivery of this Agreement and of any other Loan Documents, and all other reasonable costs, expenses, and disbursements which may be incurred in connection with or in respect to the credit facility contemplated hereby or which otherwise are incurred with respect to the Liabilities.

(b) The Loan Parties shall pay from time to time on demand all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders to Lenders’ Special Counsel.

(c) Each Loan Party authorizes the Administrative Agent to pay all such fees and expenses and in the Administrative Agent’s discretion, to add such fees and expenses to the Loan Account.

(d) The undertaking on the part of each Loan Party in this Section 19.9 shall survive payment of the Liabilities and/or any termination, release, or discharge executed by any Agent in favor of any Loan Party, other than a termination, release, or discharge which makes specific reference to this Section 19.9.

19.10. COPIES AND FACSIMILES. Each Loan Document and all documents and papers which relates thereto which have been or may be hereinafter furnished any Agent or any Lender may be reproduced by any Lender or by any Agent by any photographic, microfilm, xerographic, digital imaging, or other process, and such Person making such reproduction may destroy any document so reproduced. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business). Any facsimile which bears proof of transmission shall be binding on the party which or on whose behalf such transmission was initiated and likewise shall be so admissible in evidence as if the original of such facsimile had been delivered to the party which or on whose behalf such transmission was received.

19.11. MASSACHUSETTS LAW. This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the law of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof).

19.12. INDEMNIFICATION. The Borrowers’ Representative and each Loan Party shall indemnify, defend, and hold each Agent and each Lender and any of their respective employees, officers, or agents (each, an “Indemnified Person”) harmless of and from any claim brought or threatened against any Indemnified Person by any Loan Party, any other guarantor or endorser of the Liabilities, or any other Person (as well as from reasonable attorneys’ fees, expenses, and

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disbursements in connection therewith) on account of the relationship of the Borrowers’ Representative, the Loan Parties or of any other guarantor or endorser of the Liabilities, including all costs, expenses, liabilities, and damages as may be suffered by any Indemnified Person in connection with (x) the Collateral; (y) the occurrence of any Event of Default; or (z) the exercise of any rights or remedies under any of the Loan Documents (each of claims which may be defended, compromised, settled, or pursued by the Indemnified Person with counsel of the Administrative Agent’s selection, but at the expense of the Borrowers’ Representative and the Loan Parties) other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and any other Indemnified Person has had an opportunity to be heard), which determination includes a specific finding that the Indemnified Person seeking indemnification had acted in a grossly negligent manner or in actual bad faith or willful misconduct. This indemnification shall survive payment of the Liabilities and/or any termination, release, or discharge executed by the Administrative Agent in favor of the Borrowers’ Representative and/or the Loan Parties, other than a termination, release, or discharge duly executed on behalf of the Administrative Agent which makes specific reference to this Section 19.12.

19.13. RULES OF CONSTRUCTION. The following rules of construction shall be applied in the interpretation, construction, and enforcement of this Agreement and of the other Loan Documents:

(a) Unless otherwise specifically provided for herein, interest and any fee or charge which is stated as a per annum percentage shall be calculated based on a 360 day year and actual days elapsed.

(b) Words in the singular include the plural and words in the plural include the singular.

(c) Any reference, herein, to a circumstance or event’s having “more than a de minimis adverse effect” and any similar reference is to a circumstance or event which (x) in a well managed enterprise, would receive the active attention of senior management with a view towards its being reversed or remedied; or (y) if not reversed or remedied could reasonably be expected to lead to its becoming a material adverse effect.

(d) Titles, headings (indicated by being underlined or shown in SMALL CAPITALS) and any Table of Contents are solely for convenience of reference; do not constitute a part of the instrument in which included; and do not affect such instrument’s meaning, construction, or effect.

(e) The words “includes” and “including” are not limiting.

(f) Text which follows the words “including, without limitation” (or similar words) is illustrative and not limitational.

(g) Text which is shown in italics (except for parenthesized italicized text), shown in bold, shown IN ALL CAPITAL LETTERS, or in any combination of the foregoing, shall be deemed to be conspicuous.

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(h) The words “may not” are prohibitive and not permissive.

(i) Any reference to a Person’s “knowledge” (or words of similar import) are to such Person’s knowledge assuming that such Person has undertaken reasonable and diligent investigation with respect to the subject of such “knowledge” (whether or not such investigation has actually been undertaken).

(j) Terms which are defined in one section of any Loan Document are used with such definition throughout the instrument in which so defined.

(k) The symbol “$” refers to United States Dollars.

(l) Unless limited by reference to a particular Section or provision, any reference to “herein”, “hereof”, or “within” is to the entire Loan Document in which such reference is made.

(m) References to “this Agreement” or to any other Loan Document is to the subject instrument as amended to the date on which application of such reference is being made.

(n) Except as otherwise specifically provided, all references to time are to Boston time.

(o) In the determination of any notice, grace, or other period of time prescribed or allowed hereunder:

(i) Unless otherwise provided (I) the day of the act, event, or default from which the designated period of time begins to run shall not be included and the last day of the period so computed shall be included unless such last day is not a Business Day, in which event the last day of the relevant period shall be the then next Business Day and (II) the period so computed shall end at 5:00 PM on the relevant Business Day.

(ii) The word “from” means “from and including”.

(iii) The words “to” and “until” each mean “to, but excluding”.

(iv) The word “through” means “to and including”.

(p) The Loan Documents shall be construed and interpreted in a harmonious manner and in keeping with the intentions set forth in Section 19.14 hereof, provided, however, in the event of any inconsistency between the provisions of this Agreement and any other Loan Document, the provisions of this Agreement shall govern and control.

19.14. Intent. It is intended that:

(a) This Agreement take effect as a sealed instrument.

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(b) The scope of all Collateral Interests created by any Loan Party to secure the Liabilities be broadly construed in favor of the Administrative Agent and that they cover all assets of each Loan Party.

(c) All Collateral Interests created in favor of the Collateral Agent at any time and from time to time by any Loan Party secure all Liabilities, whether now existing or contemplated or hereafter arising.

(d) All reasonable costs, expenses, and disbursements incurred by any Agent, and, to the extent provide in Section 19.9 each Lender, in connection with such Person’s relationship(s) with any Loan Party shall be borne by the Loan Parties.

(e) Unless otherwise explicitly provided herein, the Administrative Agent’s consent to any action of any Loan Party which is prohibited unless such consent is given may be given or refused by the Administrative Agent in its sole discretion and without reference to Section 2.19 hereof.

19.15. PARTICIPATIONS. Each Lender may sell participations to one or more financial institutions (each, a “Participant”) in that Lender’s interests herein provided that no such participation shall include any provision which accords that Participant with any rights, vis a vis any Agent, with respect to any requirement herein for approval by a requisite number or proportion of the Lenders. No such sale of a participation shall relieve a Lender from that Lender’s obligations hereunder nor obligate any Agent to any Person other than a Lender.

19.16. RIGHT OF SET-OFF. Any and all deposits or other sums at any time credited by or due to any Loan Party from any Agent or any Lender or any Participant or from any Affiliate of any of the foregoing, and any cash, securities, instruments or other property of any Loan Party in the possession of any of the foregoing, whether for safekeeping or otherwise (regardless of the reason such Person had received the same) to the extent permitted by law, shall at all times constitute security for all Liabilities and for any and all obligations of each Loan Party to each Agent and such Lender or any Participant or such Affiliate and following the occurrence of an Event of Default may be applied or set off against the Liabilities and against such obligations at any time, whether or not such are then due and whether or not other collateral is then available to any Agent or that Lender.

19.17. PLEDGES TO FEDERAL RESERVE BANKS. Nothing included in this Agreement shall prevent or limit any Lender, to the extent that such Lender is subject to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act (12 U.S.C. §341) from pledging all or any portion of that Lender’s interest and rights under this Agreement, provided, however, neither such pledge nor the enforcement thereof shall release the pledging Lender from any of its obligations hereunder or under any of the Loan Documents.

19.18. MAXIMUM INTEREST RATE. Regardless of any provision of any Loan Document, neither any Agent nor any Lender shall be entitled to contract for, charge, receive, collect, or apply as interest on any Liability, any amount in excess of the maximum rate imposed by Applicable Law. Any payment which is made which, if treated as interest on a Liability would result in such interest’s exceeding such maximum rate shall be held, to the extent of such excess, as additional collateral for the Liabilities as if such excess were “Collateral.”

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19.19. WAIVERS.

(a) The Borrowers’ Representative and each Loan Party (and all guarantors, endorsers, and sureties of the Liabilities) make each of the waivers included in Section 19.19(b), below, knowingly, voluntarily, and intentionally, and understands that each Agent and each Lender, in establishing the facilities contemplated hereby and in providing loans and other financial accommodations to or for the account of the Loan Parties as provided herein, whether not or in the future, is relying on such waivers.

(b) THE BORROWERS’ REPRESENTATIVE, EACH LOAN PARTY, AND EACH SUCH GUARANTOR, ENDORSER, AND SURETY RESPECTIVELY WAIVES THE FOLLOWING:

(i) Except as otherwise specifically required hereby, notice of non-payment, demand, presentment, protest and all forms of demand and notice, both with respect to the Liabilities and the Collateral.

(ii) Except as otherwise specifically required hereby, the right to notice and/or hearing prior to an Agent’s exercising of that Agent’s rights upon default.

(iii) THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH ANY AGENT OR ANY LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST ANY AGENT OR ANY LENDER OR IN WHICH ANY AGENT OR ANY LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF OR IS IN RESPECT OF, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWERS’ REPRESENTATIVE, ANY LOAN PARTY OR ANY OTHER PERSON AND THE AGENT AND EACH LENDER LIKEWISE WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR CONTROVERSY).

(iv) Except for manifest error, any defense, counterclaim, set-off, recoupment, or other basis on which the amount of any Liability, as stated on the books and records of the Administrative Agent or any Lender, could be reduced or claimed to be paid otherwise than in accordance with the tenor of and written terms of such Liability.

(v) Any claim to consequential, special, or punitive damages.

[SIGNATURE PAGES FOLLOW]

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THE BORROWERS’ REPRESENTATIVE CASUAL MALE RETAIL GROUP, INC.

By		/s/ Dennis R. Hernreich
Name: Dennis R. Hernreich
Title: Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

BORROWERS CASUAL MALE RETAIL GROUP, INC.

By		/s/ Dennis R. Hernreich
Name: Dennis R. Hernreich
Title: Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

DESIGNS APPAREL, INC.

By		/s/ Dennis R. Hernreich
Name: Dennis R. Hernreich
Title: Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

S-1


ADMINISTRATIVE AGENT AND COLLATERAL AGENT BANK OF AMERICA, N.A.

By		/s/ Kathleen A. Dimock
Name: Kathleen A. Dimock
Title: Managing Director

THE LENDERS:
BANK OF AMERICA, N.A. (REVOLVING CREDIT LENDER AND LAST OUT REVOLVING LENDER)

By		/s/ Kathleen A. Dimock
Name: Kathleen A. Dimock
Title: Managing Director

NATIONAL CITY BUSINESS CREDIT, INC. (DOCUMENTATION AGENT, REVOLVING CREDIT LENDER AND LAST OUT REVOLVING LENDER)

By		/s/ Kathryn C. Ellero
Name: Kathryn C. Ellero
Title: Vice President

WELLS FARGO FOOTHILL, LLC (SYNDICATION AGENT AND REVOLVING CREDIT LENDER)

By		/s/ Eunnie Kim
Name: Eunnie Kim
Title: VP

WELLS FARGO BUSINESS CREDIT INC. (REVOLVING CREDIT LENDER)

By		/s/ Jeff Giunta
Name: Jeff Giunta
Title: Relationship Manager

S-2


LASALLE RETAIL FINANCE, a division of LaSalle Business Credit, as Agent for Standard Federal Bank National Association (REVOLVING CREDIT LENDER AND LAST OUT REVOLVING LENDER)

By		/s/ Roger Malauf
Name:		Roger Malauf
Title:		AVP

GENERAL ELECTRIC CAPITAL CORPORATION (REVOLVING CREDIT LENDER)

By		/s/ James R. Persico
Name:		James R. Persico
Title:		Duly Authorized Signatory

JPMORGAN CHASE BANK (REVOLVING CREDIT LENDER AND LAST OUT REVOLVING LENDER)

By		/s/ Scott Troy
Name:		Scott Troy
Title:		Vice President

S-3

Exhibit 1.0(a)

Casual Male companies


NAME		FEDERAL ID
Casual Male Retail Group, Inc.		04-2623104
Casual Male CANADA Inc.		BN 86224-0074
Designs Apparel, Inc.		02-0525277
Casual Male Store, LLC		20-1627444
Capture, LLC		33-1003155
Casual Male Retail Store, LLC		20-1628392
Casual Male Direct, LLC		20-1628414
Casual Male Jaredm LLC		20-4774445
Casual Male RBT, LLC		20-1653061
Casual Male RBT (U.K.) LLC		20-1653147
Think Big Products LLC		20-5572744
Canton PL Liquidating Corp.		13-4222128

Exhibit 1.0(b)

Guarantors


NAME		FEDERAL ID
Casual Male CANADA Inc.		BN 86224-0074
Casual Male Store, LLC		20-1627444
Capture, LLC		33-1003155
Casual Male Retail Store, LLC		20-1628392
CMXL, LLC		20-8338319
Casual Male Direct, LLC		20-1628414
Casual Male Jaredm LLC		20-4774445
Casual Male RBT, LLC		20-1653061
Casual Male RBT (U.K.) LLC		20-1653147
Think Big Products LLC		20-5572744
Canton PL Liquidating Corp.		13-4222128

Exhibit 1.1

Permitted Encumbrances

Debtor Name

Jurisdiction

Type

File
Date

File No.

Secured Party Name

Status

Description

Casual Male Retail Group, Inc.

Delaware

UCC-1

01/08/03

30222755

De Lage Landen
Financial Services,
Inc.; EMC Corporation

Active

Symmetrix Storage
Device

Casual Male Retail Group, Inc.

Delaware

UCC-1

05/16/03

31264251

California First Leasing
Corporation

Active

Lawson Software
License

(HR/Payroll/Finance
Systems)

Casual Male Retail Group, Inc.

Delaware

UCC-1

08/03/04

42171181

NMHG Financial
Services, Inc.

Active

Sweeper/Scrubber

Casual Male Retail Group, Inc.

Delaware

UCC-1

12/21/04

43600642

De Lage Landen
Financial Services, Inc.

Active

Clarion CX500 and
Celerra NS502G-FD
Storage Devices

Casual Male Retail Group, Inc.

Delaware

UCC-1

04/13/05

51144345

Siemens Financial
Services, Inc.

Active

RapidSORT Controller

Casual Male Retail Group, Inc.

Delaware

UCC-1

09/21/05

52915453

De Lage Landen
Financial Services, Inc.

Active

DMX2000 for AS400
System

Casual Male Retail Group, Inc.

Delaware

UCC-1

09/22/05

52937432

Xerox Corporation

Active

Color Copier

Casual Male Retail Group, Inc.

Delaware

UCC-1

12/010/05

53712156

Cisco Systems Capital

Active

Routers and Ethernet
Computer Networking
and
Telecommunications
Equipment

Casual Male Retail Group, Inc.

Delaware

UCC-1

05/01/06

61457340

ISO Capital

Active

Copiers/Scanners/Fax

Exhibit 2.9

AMENDED AND RESTATED SWINGLINE NOTE


Boston, Massachusetts		December 28, 2006

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”) jointly and severally promise to pay to the order of BANK OF AMERICA, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109 (with any subsequent holder, the “SwingLine Lender”), the unpaid principal balance of loans and advances made to the Borrowers pursuant to the SwingLine established pursuant to the Fifth Amended and Restated Loan and Security Agreement of even date herewith (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders named therein and the Last Out Revolving Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein. This Amended and Restated SwingLine Note replaces in full that certain SwingLine Note dated October 29, 2004, made payable to Fleet Retail Group, LLC (f/k/a Fleet Retail Group, Inc.) as SwingLine Lender thereunder from the Borrowers, in the original principal amount of $15,000,000.00.

This Amended and Restated SwingLine Note is the “SwingLine Note” to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. Terms used herein which are defined in the Loan Agreement are used as so defined.

The Administrative Agent’s books and records concerning loans and advances pursuant to the SwingLine, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder.

The principal of, and interest on, this SwingLine Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein.

No delay or omission by the Administrative Agent or the SwingLine Lender in exercising or enforcing any of their respective powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver.

The Borrowers, and each endorser and guarantor of this SwingLine Note, respectively waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Administrative Agent with respect to this SwingLine Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other person obligated on account of this SwingLine Note.

This SwingLine Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective heirs, successors, assigns, and representatives, and shall inure to the benefit of the SwingLine Lender and its successors, endorsees, and assigns.

The liabilities of each Borrower, and of any endorser or guarantor of this SwingLine Note, are joint and several, provided, however, the release by the SwingLine Lender or the Administrative Agent of any one or more such person, endorser or guarantor shall not release any other person obligated on account of this SwingLine Note. Each reference in this SwingLine Note to each Borrower, any endorser, and any guarantor, is to such person individually and also to all such persons jointly. No person obligated on account of this SwingLine Note may seek contribution from any other person also obligated unless and until all liabilities, obligations and indebtedness to the Lender of the person from whom contribution is sought have been satisfied in full.

This SwingLine Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument.

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the SwingLine Lender in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this SwingLine Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE SWINGLINE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR THE SWINGLINE LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE SWINGLINE LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR THE SWINGLINE LENDER.

[Signatures on Next Page]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Exhibit 2.11

AMENDED AND RESTATED REVOLVING CREDIT NOTE


Boston, Massachusetts		December 28, 2006

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of BANK OF AMERICA, N.A. (hereinafter, with any subsequent holders, the “Revolving Credit Lender”) c/o Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of TWENTY THREE MILLION FIVE HUNDRED THOUSAND AND 00/100 Dollars ($23,500,000.00) or the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28, 2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders named therein and the Last Out Revolving Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein. This Amended and Restated Revolving Credit Note replaces in full that certain Revolving Credit Note dated October 29, 2004, made payable to the Revolving Credit Lender from the Borrowers, in the original principal amount of $22,500,000.00.

This Amended and Restated Revolving Credit Note is a “Revolving Credit Note” to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. Terms used herein which are defined in the Loan Agreement are used as so defined. The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein. Terms used herein which are defined in the Loan Agreement are used as so defined.

shall be bound by and obligated on account of any increase or decrease in the amount of the holder’s Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be reflected on this Revolving Credit Note.

No delay or omission by the Administrative Agent or any Revolving Credit Lender in exercising or enforcing any of the Administrative Agent’s or such Revolving Credit Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver.

The Borrowers, and each endorser and guarantor of this Revolving Credit Note, respectively waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Administrative Agent with respect to this Revolving Credit Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other person obligated on account of this Revolving Credit Note.

This Revolving Credit Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective heirs, successors, assigns, and representatives, and shall inure to the benefit of the Revolving Credit Lender and its successors, endorsees, and assigns.

The liabilities of each Borrower, and of any endorser or guarantor of this Revolving Credit Note, are joint and several, provided, however, the release by the Administrative Agent or the Revolving Credit Lender of any one or more such person, endorser or guarantor shall not release any other person obligated on account of this Revolving Credit Note. Each reference in this Revolving Credit Note to each Borrower, any endorser, and any guarantor, is to such person individually and also to all such persons jointly. No person obligated on account of this Revolving Credit Note may seek contribution from any other person also obligated unless and until all liabilities, obligations and indebtedness to the Revolving Credit Lender of the person from whom contribution is sought have been satisfied in full.

This Revolving Credit Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument.

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Revolving Credit Lender in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Revolving Credit Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE REVOLVING CREDIT LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY REVOLVING CREDIT LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR ANY REVOLVING CREDIT LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY REVOLVING CREDIT LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR ANY REVOLVING CREDIT LENDER.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

AMENDED AND RESTATED REVOLVING CREDIT NOTE


Boston, Massachusetts		December 28, 2006

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of NATIONAL CITY BUSINESS CREDIT, INC. (hereinafter, with any subsequent holders, the “Revolving Credit Lender”) c/o Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of TWENTY TWO MILLION AND 00/100 Dollars ($22,000,000.00) or the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28, 2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders named therein and the Last Out Revolving Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein. This Amended and Restated Revolving Credit Note replaces in full that certain Revolving Credit Note dated October 29, 2004, made payable to the Revolving Credit Lender from the Borrowers, in the original principal amount of $15,000,000.00.

The liabilities of each Borrower, and of any endorser or guarantor of this Revolving Credit Note, are joint and several, provided, however, the release by the Administrative Agent or the Revolving Credit Lender of any one or more such person, endorser or guarantor shall not release any other person obligated on account of this Revolving Credit Note. Each reference in this Revolving Credit Note to each Borrower, any endorser, and any guarantor, is to such person individually and also to all such persons jointly. No person obligated on account of this Revolving Credit Note may seek contribution from any other person also obligated unless and until all liabilities, obligations and indebtedness to the Revolving Credit Lender of the person from whom contribution is sought have been satisfied in full.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

AMENDED AND RESTATED REVOLVING CREDIT NOTE


Boston, Massachusetts		December 28, 2006

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION (successor in interest to Heller Financial, Inc.) (hereinafter, with any subsequent holders, the “Revolving Credit Lender”) c/o Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of SIXTEEN MILLION AND 00/100 Dollars ($16,000,000.00) or the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28, 2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders named therein and the Last Out Revolving Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein. This Amended and Restated Revolving Credit Note replaces in full that certain Revolving Credit Note dated October 29, 2004, made payable to the Revolving Credit Lender from the Borrowers, in the original principal amount of $15,000,000.00.

The Administrative Agent’s books and records concerning loans and advances pursuant to the Credit Facilities, the accrual of interest thereon, and the repayment of such loans and

advances, shall be prima facie evidence of the indebtedness hereunder. Each of the Borrowers shall be bound by and obligated on account of any increase or decrease in the amount of the holder’s Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be reflected on this Revolving Credit Note.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

AMENDED AND RESTATED REVOLVING CREDIT NOTE


Boston, Massachusetts		December 28, 2006

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of LASALLE RETAIL FINANCE, a division of LaSalle Business Credit, LLC, as Agent for Standard Federal Bank National Association (hereinafter, with any subsequent holders, the “Revolving Credit Lender”) c/o Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of EIGHT MILLION FIVE HUNDRED THOUSAND AND 00/100 Dollars ($8,500,000.00) or the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28, 2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders named therein and the Last Out Revolving Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein. This Amended and Restated Revolving Credit Note replaces in full that certain Revolving Credit Note dated October 29, 2004, made payable to the Revolving Credit Lender from the Borrowers, in the original principal amount of $7,500,000.00.

The Administrative Agent’s books and records concerning loans and advances pursuant to the Credit Facilities, the accrual of interest thereon, and the repayment of such loans and

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

REVOLVING CREDIT NOTE


Boston, Massachusetts		December 28, 2006

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of JP MORGAN CHASE BANK (hereinafter, with any subsequent holders, the “Revolving Credit Lender”) c/o Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of ELEVEN MILLION AND 00/100 Dollars ($11,000,000.00) or the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28, 2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders named therein and the Last Out Revolving Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein.

This Revolving Credit Note is a “Revolving Credit Note” to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. Terms used herein which are defined in the Loan Agreement are used as so defined. The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein. Terms used herein which are defined in the Loan Agreement are used as so defined.

The Administrative Agent’s books and records concerning loans and advances pursuant to the Credit Facilities, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder. Each of the Borrowers shall be bound by and obligated on account of any increase or decrease in the amount of the holder’s Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be reflected on this Revolving Credit Note.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

AMENDED AND RESTATED REVOLVING CREDIT NOTE


Boston, Massachusetts		December 28, 2006

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of WELLS FARGO FOOTHILL, LLC (f/k/a Wells Fargo Foothill, Inc.) (hereinafter, with any subsequent holders, the “Revolving Credit Lender”) c/o Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of TEN MILLION AND 00/100 Dollars ($10,000,000.00) or the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28, 2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders named therein and the Last Out Revolving Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein. This Amended and Restated Revolving Credit Note replaces in full that certain Revolving Credit Note dated October 29, 2004, made payable to the Revolving Credit Lender from the Borrowers, in the original principal amount of $9,375,000.00.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

AMENDED AND RESTATED REVOLVING CREDIT NOTE


Boston, Massachusetts		December 28, 2006

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of WELLS FARGO BUSINESS CREDIT INC. (hereinafter, with any subsequent holders, the “Revolving Credit Lender”) c/o Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of NINE MILLION AND 00/100 Dollars ($9,000,000.00) or the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28, 2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders named therein and the Last Out Revolving Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein. This Amended and Restated Revolving Credit Note replaces in full that certain Revolving Credit Note dated October 29,2004, made payable to the Revolving Credit Lender from the Borrowers, in the original principal amount of $9,375,000.00.

The Borrowers, and each endorser and guarantor of this Revolving Credit Note, respectively waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Administrative Agent with respect to this Revolving Credit Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liabilty of any Borrower or any other person obligated on account of this Revolving Credit Note.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Exhibit 2.12


LAST OUT REVOLVING NOTE		December 28, 2006

Boston, Massachusetts

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of BANK OF AMERICA, N.A. (hereinafter, with any subsequent holders, the “Last Out Revolving Lender”) do BANK OF AMERICA, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of FOUR MILLION AND 001100 DOLLARS ($4,000,000.00) or the aggregate unpaid principal balance of Last Out Revolving Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28, 2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Last Out Revolving Lenders named therein and the Revolving Credit Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein.

This is a “Last Out Revolving Note” to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. Terms used herein which are defined in the Loan Agreement are used as so defined. The principal of, and interest on, this Last Out Revolving Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein. Terms used herein which are defmed in the Loan Agreement are used as so defined.

The Administrative Agent’s books and records concerning loans and advances pursuant to the Credit Facilities, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder. Each of the Borrowers shall be bound by and obligated on account of any increase or decrease in the amount of the holder’s Last Out Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be reflected on this Last Out Revolving Note.

No delay or omission by the Administrative Agent or any Last Out Revolving Lender in exercising or enforcing any of the Administrative Agent’s or such Last Out Revolving Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver.

The Borrowers, and each endorser and guarantor of this Last Out Revolving Note, respectively waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Administrative Agent with respect to this Last Out Revolving Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other person obligated on account of this Last Out Revolving Note.

This Last Out Revolving Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective heirs, successors, assigns, and representatives, and shall inure to the benefit of the Last Out Revolving Lender and its successors, endorsees, and assigns.

The liabilities of each Borrower, and of any endorser or guarantor of this Last Out Revolving Note, are joint and several, provided, however, the release by the Administrative Agent or the Last Out Revolving Lender of anyone or more such person, endorser or guarantor shall not release any other person obligated on account of this Last Out Revolving Note. Each reference in this Last Out Revolving Note to each Borrower, any endorser, and any guarantor, is to such person individually and also to all such persons jointly. No person obligated on account of this Last Out Revolving Note may seek contribution from any other person also obligated unless and until all liabilities, obligations and indebtedness to the Last Out Revolving Lender of the person from whom contribution is sought have been satisfied in full.

This Last Out Revolving Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the laws of The Commonwealth of Massachusetts 2 (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument.

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Last Out Revolving Lender in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Last Out Revolving Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LAST OUT REVOLVING LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By:	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By:	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary


LAST OUT REVOLVING NOTE		December 28, 2006

Boston, Massachusetts

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of NATIONAL CITY BUSINESS CREDIT, INC. (hereinafter, with any subsequent holders, the “Last Out Revolving Lender”) c/o BANK OF AMERICA, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of THREE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($3,500,000.00) or the aggregate unpaid principal balance of Last Out Revolving Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28,2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Last Out Revolving Lenders named therein and the Revolving Credit Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein.

This is a “Last Out Revolving Note” to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. Terms used herein which are defmed in the Loan Agreement are used as so defined. The principal of, and interest on, this Last Out Revolving Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein. Terms used herein which are defmed in the Loan Agreement are used as so defmed.

The Administrative Agent’s books and records concerning loans and advances pursuant to the Credit Facilities, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder. Each of the Borrowers shall be bound by and obligated on account of any increase or decrease in the amount of the holder’s Last Out Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be reflected on this Last Out Revolving Note.

The liabilities of each Borrower, and of any endorser or guarantor of this Last Out Revolving Note, are joint and several, provided, however, the release by the Administrative Agent or the Last Out Revolving Lender of anyone or more such person, endorser or guarantor shall not release any other person obligated on account of this Last Out Revolving Note. Each reference in this Last Out Revolving Note to each Borrower, any endorser, and any guarantor, is to such person individually and also to all such persons jointly. No person obligated on account of this Last Out Revolving Note may seek contribution from any other person also obligated unless and until all liabilities, obligations and indebtedness to the Last Out Revolving Lender of the person from whom contribution is sought have been satisfied in full.

This Last Out Revolving Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument.

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Last Out Revolving Lender in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Last Out Revolving Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LAST OUT REVOLVING LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary


LAST OUT REVOLVING NOTE		December 28, 2006

Boston, Massachusetts

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of LASALLE RETAIL FINANCE, a division of LaSalle Business Credit, LLC, as Agent for Standard Federal Bank National Association (hereinafter, with any subsequent holders, the “Last Out Revolving Lender”) c/o BANK OF AMERICA, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000.00) or the aggregate unpaid principal balance of Last Out Revolving Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28,2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Last Out Revolving Lenders named therein and the Revolving Credit Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein.

The Administrative Agent’s books and records concerning loans and advances pursuant to the Credit Facilities, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder. Each of the Borrowers shall be bound by and obligated on account of any increase or decrease in the amount of the holder’s Last Out Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be reflected on this Last Out Revolving Note.

The liabilities of each Borrower, and of any endorser or guarantor of this Last Out Revolving Note, are joint and several, provided, however, the release by the Administrative Agent or the Last Out Revolving Lender of anyone or more such person, endorser or guarantor shall not release any other person obligated on account of this Last Out Revolving Note. Each reference in this Last Out Revolving Note to each Borrower, any endorser, and any guarantor, is to such person individually and also to all such persons jointly. No person obligated on account of this Last Out Revolving Note may seek contribution from any other person also obligated unless and until all liabilities, obligations and indebtedness to the Last Out Revolving Lender of the person from whom contribution is sought have been satisfied in full.

This Last Out Revolving Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument.

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Last Out Revolving Lender in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Last Out Revolving Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LAST OUT REVOLVING LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary


LAST OUT REVOL VING NOTE		December 28, 2006

Boston, Massachusetts

FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of JPMORGAN CHASE BANK, N.A. (hereinafter, with any subsequent holders, the “Last Out Revolving Lender”) c/o BANK OF AMERICA, N.A., a national banking association having an office at 40 Broad Street, Boston, Massachusetts 02109, the principal sum of ONE MILLION AND 00/100 DOLLARS ($1,000,000.00) or the aggregate unpaid principal balance of Last Out Revolving Loans made to or for the account of the Borrowers pursuant to the Fifth Amended and Restated Loan and Security Agreement dated as of December 28,2006 (as such may be amended hereafter, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 40 Broad Street Boston, Massachusetts 02109, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Last Out Revolving Lenders named therein and the Revolving Credit Lenders named therein, and the Lenders, on the one hand, and each of the Borrowers, on the other, with interest, at the rate and payable in the manner stated therein.

The Administrative Agent’s books and records concerning loans and advances pursuant to the Credit Facilities, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder. Each of the Borrowers shall be bound by and obligated on account of any increase or decrease in the amount of the holder’s Last Out Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be retlected on this Last Out Revolving Note.

The liabilities of each Borrower, and of any endorser or guarantor of this Last Out Revolving Note, are joint and several, provided, however, the release by the Administrative Agent or the Last Out Revolving Lender of anyone or more such person, endorser or guarantor shall not release any other person obligated on account of this Last Out Revolving Note. Each reference in this Last Out Revolving Note to each Borrower, any endorser, and any guarantor, is to such person individually and also to all such persons jointly. No person obligated on account of this Last Out Revolving Note may seek contribution from any other person also obligated unless and lmtil all liabilities, obligations and indebtedness to the Last Out Revolving Lender of the person from whom contribution is sought have been satisfied in full.

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Last Out Revolving Lender in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Last Out Revolving Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LAST OUT REVOLVING LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR ANY LAST OUT REVOLVING LENDER.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

Witness:	DESIGNS APPAREL, INC.

/s/ Kathleen E. Lehmann	By	/s/ Dennis R. Hernreich
	Name:	Dennis R. Hernreich
	Title:	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

EXHIBIT 2.25

Lenders’ Commitments


Lender	Revolving Credit Dollar Commitment		Revolving Credit Percentage Commitment		Last Out Revolving Credit Dollar Commitment		Last Out Revolving Commitment Percentage
Bank of America, N.A,	$	23,500,000	23.5	%	$	4,000,000		40.0	%
National City Business Credit	$	22,000,000	22.0	%	$	3,500,000		35.0	%
lPMorgan Chase Bank	$	11,000,000	11.0	%	$	1,000,000		10.0	%
General Electric Capital Corporation	$	16,000,000	16.0	%	$	0	$	0
Wells Fargo Foothill, LLC	$	10,000,000	10.0	%	$	0	$	0
Wells Fargo Business Credit, Inc.	$	9,000,000	9.0	%	$	0	$	0
LaSalle Retail Finance	$	8,500,000	8.5	%	$	1,500,000		15	%
Total	$	100,000,000	100	%	$	10,000,000		100	%

Exhibit 3.9(b)

Existing Defaults under Material Contracts

None.

Exhibit 4.2

Loan Parties’ Information

LOGO

Casual Male

Retail Group, Inc.

(f/k/a Designs, Inc.)

04-2623104

(Parent & Oper. Co.)

01/29/76

Casual Male CANADA Inc.

(d/b/a Casual Male Big & Tall)

Ontario, CANADA

BN 86224-0074

(Operating Co.)

05/07/04

Designs Apparel, Inc.

02-0525277

(Franchise & Holding Co.)

04/04/01

Casual Male Store, LLC

Converted to LLC 12/09/03

(f/k/a Designs CMAL Store Inc.)

(d/b/a Casual Male Big &Tall)

20-1627444

(Unitary) (Old EIN 04-3660608)

Incorporated 05/09/02

Casual Male Retail Store, LLC

Converted to LLC 12/09/03

(f/k/a Designs CMAL Retail Store Inc.)

(d/b/a Casual Male Big & Tall )

20-1628392

(Non-unitary) (Old EIN 04-3660600)

Incorporated 05/09/02

Casual Male Direct, LLC

Converted to LLC 12/09/03

(f/k/a Designs CMAL TBD Inc.)

(d/b/a ThinkBIG Direct)

20-1628414

(Old EIN 04-3660612)

Incorporated 05/09/02

Casual Male RBT, LLC

(d/b/a Rochester Big & Tall)

20-1653061

(Operating Co.)

09/15/04

Think Big Products LLC

20-5572744

(Operating Co.)

09/19/06

Canton PL Liquidating Corp.

(f/k/a LP Innovations, Inc.)

(Parent of Securex LLC)

13-4222128

(100.0% Owned by CMRG)

11/15/02

Capture, LLC

(SMLLC)

33-1003155

(Gift Card Co.)

02/08/02

Casual Male Jaredm LLC

(d/b/a Jared M.)

20-4774445

(Operating Co.)

04/21/06

Casual Male RBT (U.K.) LLC

(d/b/a Rochester Big & Tall)

20-1653147

(Operating Co. - London)

09/15/04

Exhibit 4.2

Loan Parties’ Information


Name	Jurisdiction of Organization	Federal Tax ID #
Casual Male Retail Group, Inc.	Delaware	04-2623104
Designs Apparel, Inc.	Delaware	02-0525277
Casual Male RBT, LLC	Delaware	20-1653061
Casual Male RBT (U.K.) LLC	Delaware	20-1653147
Casual Male CANADA Inc.	Ontario, Canada	BN 86224-0074
Capture, LLC	Virginia	33-1003155
Casual Male Store, LLC	Delaware	20-1627444
Casual Male Retail Store, LLC	Delaware	20-1628392
Casual Male Direct, LLC	Delaware	20-1628414
Casual Male Jaredm LLC	Delaware	20-4774445
Think Big Products LLC	Delaware	20-5572744
Canton PL Liquidating Corp.	Nevada	13-4222128

Exhibit 4.3

Trade Names

Now owned or existing or hereafter acquired or arising trade names, registered service marks and Federal service mark applications, registered trademarks and Federal trademark applications, and International trademark applications, are as follows:

TRADE NAMES


ROCHESTER TRADE NAMES **		CASUAL MALE TRADE NAMES

Rochester Big & Tall Clothing (07/01/74 – Pres.) Rochester Clothing C0. (01/02/57 - 07/01/74) Rochester Big & Tall Rochester Sport California Big & Tall Rochester Big & Tall Newark Park, Inc. * Rochester Big & Tall Stevens Creek, Inc. *		Designs, Inc. (01/29/76 – 08/08/02) Casual Male Retail Group, Inc. (08/08/02 – Pres.) Levi’s Outlet by Designs Dockers Outlet by Designs Designs Exclusively Levi Strauss & Co. * Designs Exclusively Levi’s * Casual Male Casual Male Big & Tall Casual Male XL (in use since 08/10/05) Think Big Think Big Direct
* In use until (circa) July 1991
		* Pre-1997
** By way of assignment pursuant to acquisition of Rochester Big & Tall Clothing on October 29, 2004		See Attachment for a list of pending and registered trademarks.

SUPERSIZEWORLD TRADE NAME *		JARED M. TRADE NAMES *

SuperSizeWorld Big Lou Toilet Seat MegaBand MegaTowel SuperSize Towel SuperValue Towel MegaHanger Hangerzilla * By way of assignment pursuant to acquisition of supersizeworld.com business of Intelligent Technologies, Inc. in October 2006		Jared M. * By way of assignment pursuant to acquisition of Jared M. business of JM Leather, Inc. on May 2, 2006

UNITED STATES TRADEMARK REGISTRATIONS


MARK		REGISTRATION NUMBER
ALEXANDER LLOYD		1792707
B&T FACTORY STORE & design (SM)		2443351
B&T BIG & TALL FACTORY STORE & design (SM)		2415558
BIG & TALL & design (SM) (stylized)(yellow)		1553379 (Supp.)
BIG & TALL CASUAL MALE & design (SM)		2080852
CANYON RIDGE		2159159
CASUAL MALE		2838614
CASUAL MALE (SM)		2198042
CASUAL MALE BIG & TALL (SM)		2036883
CASUAL MALE BIG & TALL & design (SM)		2080851
CASUAL MALE XL & design (SM)		T06000000743 (Florida)
DRY-ACTION		3067127
FLEX-ZONE		2997389
GLACIER TEC		2810224
GRADE A JEANS		2490404
GRANDE CENTRAL BIG & TALL CLOTHING CO.		2635630
HARBOR BAY		2531456
HB SPORT HARBOR BAY		2471393
HB SPORT HARBOR BAY & design		2566969
HIGH AND MIGHTY		1034385
HIGH & MIGHTY (SM)		1171694
HIMALAYA		1974456
HIMALAYA OUTFITTERS		1975575


24K JARED M. CUSTOM CLOTHING **		2066172
JARED M. (stylized) **		2821037
NATURAL EXCHANGE BY ALEXANDER LLOYD		2018824
NECK-RELAXER		2938844
REPP		2652826 (Supp.)
REPP (SM)		2667795
REPP, LTD. & design		1242946
REPP TECH		2346534
ROCHESTER SPORT FOR BIG & TALL MEN *		2975701
STAIN-FIGHTER		2997388
THINK BIG		2643269
THINK BIG (SM)		2324049
THINK BIG (multi-classification novelty items)		2802643
WAIST-RELAXER		2650656

*	By way of assignment pursuant to acquisition of Rochester Big & Tall Clothing on October 29, 2004.

**	By way of assignment pursuant to acquisition of JM Leather, Inc. on May 2, 2006.

UNITED STATES TRADEMARK APPLICATIONS


MARK		APPLICATION NUMBER
BTDIRECT.COM (SM)		76/665689
CASTAGNE (Italian translation “Chestnuts”)		78/856399
CASUAL MALE SIGNATURE COLLECTION		78/541955
CASUAL MALE XL		78/715487
CASUAL MALE XL (SM)		78/715516
CM SPORT BY CASUAL MALE		78/541965
COMFORT ZONE BY CASUAL MALE		78/537945
COMFORT ZONE BY GEORGE FOREMAN		78/332284 (discontinue use 12/31/06)
GEORGE FOREMAN SIGNATURE COLLECTION		78/349916 (discontinue use 12/31/06)
GF SPORT BY GEORGE FOREMAN		78/310354 (discontinue use 12/31/06)
ISLAND OUTFITTERS		76/666403
JARED M.		78/900495
JARED M. (SM)		Pending
JM JARED M. (wing crest design)		76/646746
ROCHESTER		78/582824
ROCHESTER BIG & TALL (SM)		78/582818
SIGNATURE COLLECTION BY CASUAL MALE		78/541960
SIGNATURE COLLECTION BY GEORGE FOREMAN		78/381729 (discontinue use 12/31/06)
SYNTHESIS		76/664682
TRAVELER TECHNOLOGY		78/588204

UNITED STATES UNREGISTERED COMMON LAW TRADEMARKS/TRADE NAMES


MARK		STATUS
B&T FACTORY DIRECT		Not Applied For
CALIFORNIA BIG & TALL		Not Applied For
CARE FREE		Not Applied For
CM CLASSICS		Not Applied For
CUSTOM MADE BY CASUAL MALE		Not Applied For
FAIRBANKS		Not Applied For
HARBOR BAY CASUALS		Not Applied For
HASSLE FREE BY HARBOR BAY		Not Applied For
HB CLASSICS		Not Applied For
HUSKY (workboots)		Not Applied For
MENSWEAR		Not Applied For
MOTION FLEECE		Not Applied For
PLATINUM SERIES		Not Applied For
PLATINUM SUIT COLLECTION		Not Applied For
PS PRO		Not Applied For
PS PRO & design		Not Applied For
PS PRO (STAR design)		Not Applied For
REPP LTD. (horizontal store signs) (stylized) (SM)		Not Applied For
REPP LTD. (vertical store sign) (stylized) (SM)		Not Applied For
REPP PREMIER (store sign) (stylized) (SM)		Not Applied For
ROCHESTER SPORT		Not Applied For
SYNRGY		Not Applied For

CANADA TRADEMARK REGISTRATIONS


MARK		REGISTRATION NUMBER
GLACIER TEC (footwear, caps and gloves)		TMA653857
HARBOR BAY		TMA642520
HIMALAYA		TMA665615
NECK-RELAXER		TMA654960
STAIN-FIGHTER		TMA670418
THINKBIGDIRECT.COM		TMA642522
WAIST-RELAXER		TMA642042

CANADA TRADEMARK APPLICATIONS


MARK		APPLICATION NUMBER
BIG & TALL & design (SM) (stylized)		1210501
BIG & TALL CASUAL MALE & design (SM)		1210536
CASUAL MALE (SM)		1210545
CASUAL MALE BIG & TALL		1210504
CASUAL MALE BIG & TALL & design		1210537
CASUAL MALE XL		1295170
COMFORT ZONE		1274242
COMFORT ZONE BY GEORGE FOREMAN		1210546 (discontinue use 12/31/06)
FLEX-ZONE		1219789
GEORGE FOREMAN SIGNATURE COLLECTION		1210499 (discontinue use 12/31/06)
GF SPORT BY GEORGE FOREMAN		1210500 (discontinue use 12/31/06)
GLACIER TEC (clothing)		1210498
HB SPORT HARBOR BAY		1210538
HIMALAYA OUTFITTERS		1210502
JARED M.		1324095
ROCHESTER BIG & TALL		1268890
SIGNATURE COLLECTION BY GEORGE FOREMAN		1210542 (discontinue use 12/31/06)
THINKBIG (SM)		1210544
TRAVELER TECHNOLOGY		1268889

EUROPEAN (COMMUNITY) TRADEMARK REGISTRATIONS


MARK		REGISTRATION NUMBER
CASUAL MALE		004325742
HARBOR BAY		004325833

EUROPEAN (COMMUNITY) TRADEMARK APPLICATIONS


MARK		APPLICATION NUMBER
CASUAL MALE XL		5008529
COMFORT ZONE		4325783
ROCHESTER		4325809
ROCHESTER SPORT		4325825

UNITED STATES PATENTS


PATENT		REGISTRATION NUMBER
NECK-RELAXER EXTENDABLE COLLAR		6986165

INTELLECTUAL PROPERTY


In use?	Name - NEW listings BOLDED	Expiration Date	Service	Registrant *
	bandtdirect.com	6-Jul-07	NS	D
	bandtfactory.com	6-Jul-07	NS	D
	bandtfactorydirect.com	14-Apr-07	NS	D
	bandtoutlet.com	9-Jun-07	NS	D
	bariatriconly.com	29-Jul-08	NS	D
	bariatricsonly.com	29-Jul-08	NS	D
yes	bigandtall.com	15-Mar-14	NS	D
	bigandtallcasualmale.com	21-Jul-07	NS	D
	bigandtallfactory.com	9-Jun-07	NS	D
	bigandtallfactorydirect.com	17-Apr-07	NS	D
	bigandtallfactorystore.com	18-Dec-06	NS	D
	bigandtallfactorystores.com	18-Dec-06	NS	D
yes	bigandtallfashion.com	9-Jun-07	NS	D
	big-and-tall-outlet.com	9-Jun-07	NS	D
yes	biggoods.com	7-Feb-08	NS	D
yes	big-goods.com	7-Feb-08	NS	D
	big-tallcasualmale.com	1-Nov-07	NS	D
	btdirect.com	10-Nov-07	NS	D
	btdirect.eu	25-Aug-07	NS	RBT (U.K.)
	btfactory.com	21-Jun-07	NS	D
	btfactorydirect.com	14-Apr-07	NS	D
yes	btfactorystore.com	20-Mar-07	NS	D
yes	casualmale.com	19-Oct-07	NS	D
	casual-male.com	2-Oct-07	NS	D
	casualmale.net	9-Jun-07	NS	D
	casual-male.net	9-Jun-07	NS	D
	casualmale.org	9-Jun-07	NS	D
	casual-male.org	9-Jun-07	NS	D
	casualmalebigandtalloutlet.com	18-Dec-06	NS	D
	casualmalebig-tall.com	5-Nov-07	NS	D


	casualmalemodels.com	18-Mar-07	NS	D
	casualmaleoutlet.com	28-Nov-07	NS	D
yes	casualmalesurvey.com	26-Oct-07	NS	D
yes	casualmaletv.com	10-Jul-07	NS	D
yes	casualmalexl.com	14-Jul-07	NS	D
	casualmalexl.eu	7-Nov-07	NS	RBT (U.K.)
yes	casualmalexltv.com	16-May-07	NS	D
yes	cmal.com	17-May-07	NS	D
	cmalcorp.com	11-Jan-07	NS	D
yes	cmale.com	12-May-07	NS	D
yes	cmrginc.com	22-Aug-07	NS	D
	cmrginc.net	22-Aug-07	NS	D
	cmrginc.org	22-Aug-07	NS	D
yes	designsinc.com	18-May-07	NS	D
yes	guys-gifts.com	9-Jun-07	NS	D
yes	jaredm.com	31-May-16	NS	D
	jaredm.eu	25-Aug-07	NS	RBT (U.K.)
yes	jbak.com	12-Sep-07	NS	D
yes	jbakerinc.com	12-Sep-07	NS	D
yes	largemen.org	17-Jul-07	NS	D
	longbands.com	5-Feb-08	NS	D
	long-bands.com	5-Feb-08	NS	D
	longwatchbands.com	5-Feb-08	NS	D
yes	mycasualmalexl.com	21-Mar-07	NS	D
	myshooz.eu	9-Nov-07	NS	RBT (U.K.)
yes	onlinemensfashion.com	9-Jun-07	NS	D
	onlybariatric.com	29-Jul-08	NS	D
	onlybariatrics.com	29-Jul-08	NS	D
yes	reppbigandtall.com	24-Jan-07	NS	D
yes	reppbymail.com	15-Mar-07	NS	D
yes	reppbynet.com	15-Mar-07	NS	D
yes	reppltd.com	4-Mar-07	NS	D
	reppmail.com	3-Feb-07	NS	D
	rochesterbigandtall.co.uk	11-Aug-07	Nominet	RBT (U.K.)
	rochesterbigandtall.com	13-Mar-13	NS	D
	rochesterbigandtall.eu	7-Nov-07	NS	RBT (U.K.)
	rochesterbigandtall.net	5-Aug-11	NS	D
	rochesterbigandtallclothing.com	22-Feb-12	NS	D
	rochesterbigtall.com	1-May-13	NS	D
	rochesterclothing.co.uk	29-Jul-07	Nominet	RBT (U.K.)
yes	rochesterclothing.com	25-Feb-11	NS	D
	rochesterclothing.net	5-Jul-11	NS	D
yes	rochestersport.com	25-Feb-11	NS	D
	rxfashion.com	9-Nov-08	NS	CMRG
yes	size-wise.com	7-Feb-08	NS	D
yes	size-wise.org	7-Feb-08	NS	D
yes	size-wize.com	7-Feb-08	NS	D
yes	size-wize.org	7-Feb-08	NS	D
yes	super-sized.com	7-Feb-08	NS	D
yes	supersizedworld.com	14-Feb-09	NS	D


yes	super-sizedworld.com	14-Feb-09	NS	D
yes	supersizeworld.com	14-Feb-08	NS	D
yes	super-sizeworld.com	14-Feb-09	NS	D
yes	supersizeworld.net	14-Feb-08	NS	D
yes	supersizeworld.org	14-Feb-08	NS	D
yes	thinkbig.com	19-Jul-07	NS	D
	thinkbigdirect.com	9-Jun-07	NS	D
	thinkbigdirect.net	9-Jun-07	NS	D
	thinkbigdirect.org	9-Jun-07	NS	D
	travelinglarge.com	25-Nov-07	NS	D
	travelinglarge.org	25-Nov-07	NS	D
	travellinglarge.com	25-Nov-07	NS	D
	travellinglarge.org	25-Nov-07	NS	D

*	D = Designs Apparel, Inc.

RBT (U.K.) = Casual Male RBT (U.K.) LLC

CMRG = Casual Male Retail Group, Inc.

Exhibit 4.4(b)

Exceptions to Property Rights

Casual Male Retail Group, Inc. (“Casual Male”), and certain of its subsidiaries, use the trademarks, trade names, trade styles, brand names, service marks and logos of third party suppliers to the extent that they are affixed to the inventory supplied to Casual Male but otherwise only with each supplier’s prior consent in each instance.

Exhibit 4.5

Locations, Leases and Landlords

Casual Male Retail Group, Inc. (“CMRG”) leases its headquarters office, at 555 Turnpike Street, Canton, Massachusetts from Spirit SPE Canton, LLC, a Delaware limited liability company, a wholly-owned subsidiary of Spirit Finance Corporation, with a corporate address of 1431 N. Scottsdale Road, Suite 200, Scottsdale, Arizona 85254-2711. The property consists of a 1-building, 2-story multi-tenant warehouse/flex industrial facility containing 755,992 gross square feet on approximately 27.3-acre parcel of land. CMRG also leases the JaredM showroom/headquarters office located at 463 7th Avenue, Rooms 800B, 801, 802 and 807, New York, NY 10018 from Arsenal Company, LLC c/o Adams and Company, LLC of 411 5th Avenue, 9th Floor, New York, NY. 10016.

As of December 1, 2006, CMRG leases and operates approximately 485 Casual Male XL stores and 25 Rochester Big and Tall stores. See attached schedule for leases of CMRG.

Exhibit 4.5

Locations, Leases and Landlords

STORE

LOCATION

CENTER NAME

ADDRESS 1

ADDRESS 2

CITY, ST

ZIP CODE

LANDLORD
***

ADDRESS 1
***

ADDRESS 2
***

CITY
***

STATE
***

ZIP CODE
***

5000

SAN FRANCISCO, CA

700 MISSION STREET

SAN FRANCISCO, CA

94103

5001

SAN JOSE, CA

319 S. WINCHESTER BLVD

SAN JOSE, CA

5003

FRESNO, CA

GALLERY PLAZA SHOPPING CENTER

350 E. SHAW AVENUE

FRESNO, CA

93710

5005

SAN MATEO, CA

3580-3590 EL CAMINO REAL

SAN MATEO, CA

5008

BEVERLY HILLS, CA

9737 WILLSHIRE BLVD., SUITE 100-E

BEVERLY HILLS, CA

5011

CHICAGO, IL

840 N. MICHIGAN AVENUE

CHICAGO, IL

5012

BOSTON, MA

339 BOYLSTON STREET

BOSTON, MA

02116

5013

NEW YORK, NY

1301 AVENUE OF THE AMERICAS

NEW YORK, NY

5014

DALLAS, TX

11661 PRESTON FOREST VILLAGE RD. STE 101

DALLAS, TX

5015

ATLANTA, GA

3157 PEACHTREE ROAD

ATLANTA, GA

5016

WASHINGTON, DC

1101 CONNECTICUT AVENUE NW

WASHINGTON, DC

5017

DETROIT, MI

LATHRUP VILLAGE SHOPPING CTR.

26300 SOUTHFIELD ROAD

DETROIT, MI

5018

LONDON, UK

90 BROMPTON ROAD

LONDON, UK

SW3 1ER

5020

HOUSTON, TX

UPTOWN COLLECTION

5393-A WESTHEIMER

HOUSTON, TX

77056

5022

COSTA MESA, CA

901-H SOUTH COAST DRIVE

COSTA MESA, CA

5023

DENVER, CO

2770 E. 2ND AVENUE

DENVER, CO

80206

5025

MIAMI, FL

LOEHMANN’S FASHION ISLAND

BISCAYNE (US1) & NE 187TH STREET

MIAMI, FL

5026

LAS VEGAS, NV

3910 S. MARYLAND PARKWAY

LAS VEGAS, NV

89119

5027

PHOENIX, AZ

3240 EAST CAMELBACK ROAD

PHOENIX, AZ

85018

5028

SEATTLE, WA

1801 5TH AVENUE

SEATTLE, WA

5029

MANHASSET, NY

1625 NORTHERN BOULEVARD

MANHASSET, NY

11030

5031

NATICK, MA

1400 WORCESTER STREET

NATICK, MA

01760

5088

SAN FRANCISCO, CA

625 HOWARD STREET

SAN FRANCISCO, CA

5101

WALNUT CREEK, CA

1337 NORTH MAIN STREET

WALNUT CREEK, CA

5102

SACRAMENTO, CA

1740 ARDEN WAY

SUITE 2

SACRAMENTO, CA

5103

BOCA RATON, FL

TOWNE PLAZA

2301 GLADES ROAD, BAY 700

BOCA RATON, FL

33431

5395

SAN FRANCISCO, CA -OFFICE

625 HOWARD STREET

SAN FRANCISCO, CA -OFFICE

5401

CENTRAL VALLEY, NY

WOODBURY COMMON PREMIUM OUTLET

202 RED APPLE COURT

CENTRAL VALLEY, NY

10917

9052

OMAHA, NE

CLOCKTOWER SC

605 NORTH 98TH STREET

OMAHA, NE

68114

9053

OVERLAND PARK, KS

8721 METCALF AVENUE

OVERLAND PARK, KS

66212

9054

VERNON HILLS, IL

445 EAST TOWNLINE ROAD

VERNON HILLS, IL

60061

9055

COLUMBUS, OH

KENNY CENTRE

1113 KENNY CENTRE

COLUMBUS, OH

43220

9056

MEMPHIS, TN

EASTGATE SC

847 S. WHITE STATION ROAD

MEMPHIS, TN

38117

9058

RICHMOND HEIGHTS, MO

1026 SOUTH BRENTWOOD BLVD.

RICHMOND HEIGHTS, MO

63117

9059

SOUTHFIELD, MI

25000 SOUTHFIELD ROAD

SOUTHFIELD, MI

48075

9060

ALLEN PARK, MI

FAIRLANE GREEN SHOPPING CENTER

3480 FAIRLANE DRIVE

ALLEN PARK, MI

48101

9063

NOVI (DETROIT), MI

NOVI TOWN CENTER

43115 CRESCENT BLVD.

NOVI (DETROIT), MI

48375

9064

STERLING HEIGHTS, MI

13967 LAKESIDE CIRCLE

STERLING HEIGHTS, MI

48313

9066

TOTOWA, NJ

540 US HIGHWAY 46

TOTOWA, NJ

07512

9067

MENLO PARK, NJ

236 LAFAYETTE AVENUE

MENLO PARK, NJ

08837

9068

TAMPA, FL

SHOPPES OF CARROLLWOOD

14354 N. DALE MABRY HIGHWAY

TAMPA, FL

33618

9069

ORLANDO, FL

SKYVIEW PLAZA

7939 S. ORANGE BLOSSOM TRAIL

ORLANDO, FL

32809

9070

ROCKVILLE, MD

11503A ROCKVILLE PIKE

ROCKVILLE, MD

20852

9071

MESA, AZ

POCA FIESTA

1110 W. SOUTHERN AVE., #A18

MESA, AZ

85210

9072

MESQUITE, TX

MESQUITE CROSSING

1725 NORTH TOWN EAST BLVD., SUITE 205

MESQUITE, TX

75150

9073

PLANO, TX

COLLIN CREEK CROSSING

1025 N. CENTRAL EXPRESSWAY

PLANO, TX

75075

9074

HOUSTON, TX

I-10 GESSNER PLACE

1005 GESSNER

HOUSTON, TX

77055

9075

HOUSTON, TX

SHARPSTOWN PLAZA

7115 SOUTHWEST FREEWAY

HOUSTON, TX

77074

9076

ARLINGTON, TX

ARLINGTON TOWNE CENTER

4100 S. COOPER STREET

ARLINGTON, TX

76015

9080

ESCONDIDO, CA

PLAZA LAS PALMAS

1004 WEST VALLEY PARKWAY #23

ESCONDIDO, CA

92025

9081

GLENDALE, CA

340 N. GLENDALE AVENUE, #340

GLENDALE, CA

91206

9082

NORTHRIDGE, CA

NORDHOFF PLAZA

19422 NORDHOFF STREET

NORTHRIDGE, CA

91324

9083

SAN ANTONIO, TX

HUEBNER OAKS SC

11075 IH-10 WEST SUITE 302

SAN ANTONIO, TX

78230

9084

COLUMBIA, MD

THE MALL IN COLUMBIA

10300 LITTLE PATUXENT PKWY, SPACE #1870

COLUMBIA, MD

21044

9102

EAST HAVEN, CT

96 FRONTAGE ROAD

EAST HAVEN, CT

06512-

9103

FAIRFIELD, CT

FAIRFIELD WOODS PLAZA

2367 BLACK ROCK TURNPIKE

FAIRFIELD, CT

06825-

9105

WARWICK, RI

800 BALD HILL ROAD

WARWICK, RI

02893

9106

ALEXANDRIA, VA

PLAZA AT LANDMARK

6222 LITTLE RIVER TURNPIKE

ALEXANDRIA, VA

22312-

9108

LATHRUP VILLAGE, MI

LATHRUP VILLAGE SHOPPING CTR.

26740 SOUTHFIELD ROAD

LATHRUP VILLAGE, MI

48076-

9112

NORTH DARTMOUTH, MA

K MART SHOPPING CENTER

FAUNCE CORNER ROAD

NORTH DARTMOUTH, MA

02747-

9114

OKLAHOMA CITY, OK

WALNUT SQUARE SHOPPING CENTER

2209 S.W. 74TH ST., SUITE 318

OKLAHOMA CITY, OK

73159-

9117

TYNGSBORO, MA

TJ MAXX PLAZA

440 MIDDLESEX ROAD

TYNGSBORO, MA

01879-1021

9119

HOMETOWN, IL

FOUR CITIES PLAZA

8735 SOUTH CICERO AVE

HOMETOWN, IL

60456-1018

9120

OAKBROOK TERRACE, IL

JRC PLAZA WEST

17 W. 480 22ND ST.

OAKBROOK TERRACE, IL

60181

9121

PHILADELPHIA, PA

2715 S. FRONT STREET #6

PHILADELPHIA, PA

19148-

9123

HAMPTON, VA

RIVERDALE CENTER SHOPPING CEN.

1044 W. MERCURY BLVD.

HAMPTON, VA

23666-

9124

WETHERSFIELD, CT

1138 SILAS DEANE HIGHWAY

WETHERSFIELD, CT

16109-

9127

GREENWOOD, IN

GREENWOOD SHOPPES SHOPPING CTR

884 NORTH U.S. 31

GREENWOOD, IN

46142-

9131

TONAWANDA, NY

MARVIN GARDENS PLAZA

1228-1230 NIAGARA FALLS BLVD.

TONAWANDA, NY

14150-

9133

CHARLOTTE, NC

5030 EAST INDEPENDENCE BLVD

CHARLOTTE, NC

28212

9137

COLUMBIA, SC

THE OUTLET POINT

125 OUTLET POINT BLVD

COLUMBIA, SC

29210-

9139

CHARLESTON, SC

NORTH RIVERS MARKET SUITE 1440

7800 RIVERS AVENUE

SUITE 1440

CHARLESTON, SC

29406-4016

9142

HANOVER, MA

HANOVER SHOPPING CENTER

1410 WASHINGTON STREET

HANOVER, MA

02339-

9144

WEST SPRINGFIELD, MA

CENTURY PLAZA

223-227 MEMORIAL AVENUE

WEST SPRINGFIELD, MA

01089-

9147

BURLINGTON, NC

BURLINGTON MANUFACTURER OUTLET

2397 CORPORATION PARKWAY

BURLINGTON, NC

27215-

9149

ALBANY, NY

WOLF ROAD SHOPPERS PARK

110 WOLF ROAD

ALBANY, NY

12205-

9152

MYRTLE BEACH, SC

TANGER OUTLET CENTER

4630 FACTORY STORES BLVD

SUITE A-105

MYRTLE BEACH, SC

29579

9155

OKLAHOMA CITY, OK

PENN SQUARE

3617 NORTHWEST EXPRESSWAY

OKLAHOMA CITY, OK

73132-

9157

NASHVILLE, TN

RIVERGATE SQUARE

1596 GALLATIN PIKE NORTH

NASHVILLE, TN

37115-

9159

WOODBRIDGE, VA

SMOKETOWN STATION

13289 WORTH AVENUE

WOODBRIDGE, VA

22192

9160

DEDHAM, MA*

735 PROVIDENCE HIGHWAY

DEDHAM, MA*

02026-

9161

SAUGUS, MA

87 BROADWAY

SAUGUS, MA

01906-

9165

IRVING, TX

GRANDE SHOPPING CENTER

2608 NORTH BELTLINE ROAD

IRVING, TX

75062-

9166

NIAGARA FALLS, NY

NIAGARA FACTORY OUTLET MALL

1900 MILITARY ROAD

NIAGARA FALLS, NY

14302

9168

GROTON, CT

GROTON FASHION PLAZA

984 POQUONNOCK RD., ROUTE 12

GROTON, CT

06340-

9171

MERRILLVILLE, IN

THE CROSSINGS AT HOBART, IN

2217A EAST 80TH AVENUE

MERRILLVILLE, IN

46410-

9172

ORLANDO, FL

SHOPPES OF INTERNATIONALE PL

5728 INTERNATIONAL DR.

ORLANDO, FL

32819

9174

HENRIETTA, NY

SOUTHTOWN PLAZA

3333 WEST HENRIETTA ROAD

HENRIETTA, NY

14623

9175

MILFORD, CT

1501 BOSTON POST ROAD

MILFORD, CT

06460

9176

GREENSBORO, NC

ED KELLY PLAZA

3806-A HIGH POINT RD., SPACE G

GREENSBORO, NC

27407-

9177

INDIANAPOLIS, IN

LAFAYETTE SHOPPES

4664 WEST 38TH STREET

INDIANAPOLIS, IN

46254-

9178

NORFOLK, VA

VIRGINIA BEACH BLVD SHOPPES

6109 E. VIRGINIA BEACH BLVD., SUITE C

NORFOLK, VA

23502-

9180

PARAMUS, NJ*

443 ROUTE 17 SOUTH

PARAMUS, NJ*

07652-

9181

BALTIMORE, MD

MONTGOMERY WARD PLAZA

6217 BALTIMORE NATIONAL PIKE

BALTIMORE, MD

21228-

9182

NORRIDGE, IL

GAP SHOPPING CENTER

4151 NO. HARLEM AVE.

NORRIDGE, IL

60656-

9183

NILES, IL

9517 NO. MILWAUKEE AVE.

NILES, IL

60714

9184

REDFORD TOWNSHIP, MI

9189 TELEGRAPH ROAD

REDFORD TOWNSHIP, MI

48239-

9185

MEDFORD, MA

FELLSWAY SHOPPING PLAZA

686 FELLS WAY

MEDFORD, MA

02155-

9186

UNION, NJ

2456 U.S. HIGHWAY 22

UNION, NJ

07083-

9187

ROSEVILLE, MN

ROSEWOOD SC

2195B SNELLING AVENUE SOUTH

ROSEVILLE, MN

55113

9188

LIGHTFOOT, VA

WILLIAMSBURG OUTLET MALL

8000 RICHMOND ROAD

LIGHTFOOT, VA

23090-

9190

GREENFIELD, WI

KOPP SHOPPING CENTER

4751 SOUTH 76TH STREET

GREENFIELD, WI

53220-

9191

SALEM, NH

346 SO. BROADWAY

SALEM, NH

03079-

9193

CENTEREACH, NY

2049 MIDDLE COUNTRY RD.

CENTEREACH, NY

11720-

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Exhibit 4.5

Locations, Leases and Landlords

STORE

LOCATION

CENTER NAME

ADDRESS 1

ADDRESS 2

CITY, ST

ZIP CODE

LANDLORD
***

ADDRESS 1
***

ADDRESS 2
***

CITY
***

STATE
***

ZIP CODE
***

9194

BROOKFIELD, WI

BROWNSTONES SHOPPING CENTER

17430-17680 W. BLUEMOUND ROAD, #11

BROOKFIELD, WI

53005

9195

ST. ANN, MO

3535 N. LINDBERGH AVE.

ST. ANN, MO

63074-

9196

MAPLEWOOD, MN

TOWN CENTER OF MAPLEWOOD

1845 COUNTY ROAD D

MAPLEWOOD, MN

55109-

9197

BURLINGTON, MA

BURLINGTON CROSS ROADS

34 CAMBRIDGE STREET, SPACE #9

BURLINGTON, MA

01803-

9199

TOMS RIVER, NJ

BEY LEA PLAZA

HOOPER AVENUE

TOMS RIVER, NJ

08753

9200

CHICAGO, IL

ADDISON MALL

2949 WEST ADDISON STREET

CHICAGO, IL

60618-

9201

RICHFIELD, MN

RICHFIELD SHOPPES SOUTH

6601 NICOLLET AVENUE SOUTH

RICHFIELD, MN

55423-

9202

PLEASANT PRAIRIE, WI

PRIME OUTLETS AT PLEASANT PRAIRIE

11601 108 STREET, SUITE 528

PLEASANT PRAIRIE, WI

53158

9204

NANUET, NY

ROCKLAND SHOPPING CENTER

23 ROCKLAND CENTER

NANUET, NY

10954-

9205

MISHAWAKA, IN

INDIAN RIDGE PLAZA

5776 GRAPE ROAD

MISHAWAKA, IN

46545-

9206

WESTLAND, MI

WESTWAY PLAZA

35592 WEST WARREN ROAD

WESTLAND, MI

48185-

9207

YONKERS, NY

2369 CENTRAL PARK AVENUE

YONKERS, NY

10710-

9208

ANN ARBOR, MI

3576 WASHTENAW AVE., SUITE B

ANN ARBOR, MI

48104-

9209

PONTIAC, MI

9 NORTH TELEGRAPH ROAD

PONTIAC, MI

48328

9210

EVERGREEN PARK, IL

EVERGREEN PARK COMMONS

2637 WEST 95TH STREET

EVERGREEN PARK, IL

60642-

9211

BROOKLYN, NY

2435 FLATBUSH AVENUE

BROOKLYN, NY

11234-

9213

LANGHORNE, PA

OUTLET AT OXFORD VALLEY

EAST LINCOLN HWY, U.S. RTE. 1

LANGHORNE, PA

19047-

9214

MADISON HEIGHTS, MI

MADISON SHOPPING CENTER

100 WEST 12 MILE ROAD

MADISON HEIGHTS, MI

48071-2416

9217

COLUMBUS, OH

SANCUS RETAIL CENTER

1154 POLARIS PARKWAY

COLUMBUS, OH

43240

9220

NORTH OLMSTEAD, OH

25180 LORAIN ROAD

NORTH OLMSTEAD, OH

44070

9221

ANTIOCH, TN

5295 HICKORY HOLLOW PARKWAY

ANTIOCH, TN

37013

9223

WICHITA, KS

EASTGATE PLAZA

8303 EAST KELLOGG DRIVE

WICHITA, KS

67207

9224

SAGINAW, MI

4434 BAY ROAD

SAGINAW, MI

48603

9225

GLEN BURNIE, MD

CHESAPEAKE SQ. SHOPPING CTR.

6710 GOVERNOR RITCHIE HIGHWAY

GLEN BURNIE, MD

21061-2319

9227

SOUTHGATE, MI

18700 EUREKA ROAD

SOUTHGATE, MI

48195-

9229

LINCOLN, NE

REDWING PLAZA

101 SOUTH 48TH STREET

SUITE 4

LINCOLN, NE

68510-

9232

CANTON, OH

BELDEN WHIPPLE CENTER

5106 - 5108 WHIPPLE N.W.

CANTON, OH

44718-

9235

FLINT, MI

G4365 MILLER ROAD

FLINT, MI

48507-

9236

SPRINGFIELD TOWNSHIP, PA

220 BALTIMORE PIKE

SPRINGFIELD TOWNSHIP, PA

19064

9237

COLUMBUS, OH

EASTLAND SHOPPING CENTER

2577 SO. HAMILTON ROAD

COLUMBUS, OH

43232-

9241

GREENBELT, MD

GREENWAY CENTER

7565 GREENBELT RD.

GREENBELT, MD

20770

9242

LAKE GEORGE, NY

DUNHAM FOOTWEAR OUTLET CENTER

R1492 Rte. 9

LAKE GEORGE, NY

12845-9735

9247

WEST ST. PAUL, MN

1733 S. ROBERTS STREET

WEST ST. PAUL, MN

55118-

9250

FAIRVIEW HEIGHTS, IL

LINCOLN HIGHWAY

319 LINCOLN HWY.

FAIRVIEW HEIGHTS, IL

62208

9251

PIGEON FORGE, TN

BELZ FACTORY OUTLET MALL

2655 TEASTER LANE

PIGEON FORGE, TN

37863-

9252

OMAHA, NE

CROSSROADS PLAZA SC

76TH & DODGE

OMAHA, NE

68114

9254

JOLIET, IL

LARKIN AVENUE

1359 N. LARKIN ST.

JOLIET, IL

60435

9256

LAWRENCE TOWNSHIP, NJ

3256 BRUNSWICK PIKE - ROUTE 1

LAWRENCE TOWNSHIP, NJ

08648

9257

NORTH RANDALL, OH

4755 NORTHFIELD ROAD

NORTH RANDALL, OH

44128-

9258

TOLEDO, OH

MONROE STREET PLAZA

5212 MONROE STREET

TOLEDO, OH

43623

9260

ERIE, PA

MILLCREEK SQUARE

7 MILLCREEK SQUARE

ERIE, PA

16565-

9266

LAKELAND, TN

MEMPHIS FACTORY OUTLET MALL

3536 CANADA ROAD

LAKELAND, TN

38002-9723

9267

INDIANAPOLIS, IN

WASHINGTON SHOPPES

10027 E. WASHINGTON STREET

INDIANAPOLIS, IN

46229-

9270

BLOOMINGTON, IL

LAKEWOOD PLAZA

1407 N. VETERAN’S PARKWAY

BLOOMINGTON, IL

61704-

9271

MATTESON, IL

ROSE PLAZA

4744 W. LINCOLN HWY.

MATTESON, IL

60443

9272

KITTERY, ME

THE OUTLET MALL OF KITTERY

LITCHFIELD ROAD, SUITE 1

KITTERY, ME

03904-

9273

GRAND RAPIDS, MI

EAST PARIS SHOPPES

3931 28TH STREET S.E.

GRAND RAPIDS, MI

49512

9274

SPRINGFIELD, IL

2450 WABASH SPACE 101

SPRINGFIELD, IL

62704

9278

RICHMOND, VA

11003 MIDLOTHIAN TURNPIKE

RICHMOND, VA

23235

9280

PITTSBURGH, PA

4700 MCKNIGHT ROAD

PITTSBURGH, PA

15237

9286

HAMDEN, CT

PARKWAY PLAZA II

1819 DIXWELL AVENUE

HAMDEN, CT

06514

9290

PHILADELPHIA, PA

FRANKLIN MILLS

1441 FRANKLIN MILLS CIRCLE

PHILADELPHIA, PA

19154

9291

WILMINGTON, NC

UNIVERSITY COMMONS SHOP CENTER

351 S. COLLEGE RD, SPACE D-19

WILMINGTON, NC

28403-1617

9292

POUGHKEEPSIE, NY

SOUTH ROAD SQUARE

804 SOUTH ROAD SQUARE

POUGHKEEPSIE, NY

12601-

9293

AKRON, OH

CHAPEL HILL SQUARE

1950 BUCHOLZER BLVD.

AKRON, OH

44310

9298

DOVER, DE

ROUTE 13 AT DOVER DOWNS

1037 N. DUPONT HWY.

DOVER, DE

19901

9299

BLAINE, MN

NORTHCOURT COMMONS #13

670 COUNTY ROAD 10 NE

BLAINE, MN

55432-

9302

LITTLE ROCK, AR

1216 S. UNIVERSITY AVENUE

LITTLE ROCK, AR

72204-

9306

WILKES BARRE, PA

TRIANGLE PLAZA

677 H. KIDDER STREET

WILKES BARRE, PA

18702

9309

DES MOINES, IA

UNIVERSITY PARK

8801 UNIVERSITY AVENUE

DES MOINES, IA

50325

9311

MONROEVILLE, PA

3832 WILLIAM PENN HWY.

MONROEVILLE, PA

15146-

9312

DANBURY, CT

PATHMARK SHOPPING CENTER

100 NEWTON-DANBURY ROAD

DANBURY, CT

06810

9316

LANCASTER, PA

ROCKVALE SQUARE

35 SO. WILLOWDALE DR. BOX 807

LANCASTER, PA

17602-

9319

SIOUX FALLS, SD

GREENWAY MINI MALL

3500 W 41ST STREET

SIOUX FALLS, SD

57106-

9323

SMITHFIELD, NC

CAROLINA PREMIUM OUTLETS

2400 INDUSTRIAL PARK DRIVE SPACE 450

SMITHFIELD, NC

27577-

9324

FARGO, ND

T.J. MAXX CENTER

4340 13TH AVE. SW

FARGO, ND

58103-

9326

MELROSE PARK, IL

WINSTON PLAZA SHOPPING CENTER

1254 NORTH AVENUE

MELROSE PARK, IL

60160-1012

9327

ROSEVILLE, MI

30160 GRATIOT AVENUE

ROSEVILLE, MI

48066-

9330

CARLE PLACE, NY

160 GLEN COVE ROAD UNIT #1

CARLE PLACE, NY

11514-

9331

ST. LOUIS, MO

7328 S. LINDBERGH BLVD.

ST. LOUIS, MO

63125-

9333

ST. PETERS, MO

4083 VETERANS MEMORIAL PKWY

ST. PETERS, MO

63376

9334

LANSING, IL

THE LANDINGS OF LANSING

16819 TORRENCE AVENUE

LANSING, IL

60438-

9336

SOUTH PORTLAND, ME

220 MAIN MALL ROAD

SOUTH PORTLAND, ME

04106-

9339

PATCHOGUE, NY

449-56 SUNRISE HWY. BLDG. K

PATCHOGUE, NY

11772-

9340

DISTRICT HEIGHTS, MD

PENN STATION SHOPPING CENTER

5736 SILVER HILL RD.

DISTRICT HEIGHTS, MD

20747-

9343

PITTSBURGH, PA

ROBINSON COURT

6528 STEUBENVILLE PIKE

PITTSBURGH, PA

15205

9345

RIVERTON, NJ

CINNAMINSON SHOPPING CENTER

CINNAMINSON AVE. & U.S. RT.130

RIVERTON, NJ

08077-

9347

TULSA, OK

8228 E. 61ST ST., SUITE 101

TULSA, OK

74133-

9348

YORK, PA

MAPLE VILLAGE II

970 LOUCKS RD.

YORK, PA

17404

9349

EVANSVILLE, IN

EASTLAND SHOPPES SHOPPING CTR

1530 N. GREEN RIVER ROAD - BLDG. A

EVANSVILLE, IN

47715

9351

CHATTANOOGA, TN

BRAINARD PARK

5799 BRAINARD ROAD

CHATTANOOGA, TN

37411-

9354

BATTLE CREEK, MI

MINGES BROOK MALL

5568 BECKLEY ROAD

BATTLE CREEK, MI

49015-

9355

LAKE PARK, GA

LAKE PARK MILL STORE PLAZA

5265 MILL STORE ROAD-SUITE 30

LAKE PARK, GA

31636-

9356

HOUSTON, TX

6898 SOUTHWEST FREEWAY

HOUSTON, TX

77074-

9360

LANSING, MI

DELTA CENTER

5849 W. SAGINAW HWY.

LANSING, MI

48917-

9361

FORT WAYNE, IN

COLISEUM SHOPPES

501 COLISEUM BLVD. EAST

FORT WAYNE, IN

46805-

9363

BROOKLYN, NY

527 86TH STREET

BROOKLYN, NY

11209-

9365

HOUSTON, TX

THE COMMONS AT WILLOWBROOK

7592 FM 1960 WEST

HOUSTON, TX

77070

9366

HURST, TX

NORTHEAST SHOPPING CENTER

8704A AIRPORT FREEWAY

HURST, TX

76053-

9367

MASSAPEQUA, NY

5060A SUNRISE HWY.

MASSAPEQUA, NY

11762-

9368

COLUMBUS, OH

WEST BROAD CENTER

3659 W. BROAD STREET

COLUMBUS, OH

43228

9370

NORTH RIVERSIDE, IL

NORTH RIVERSIDE PLAZA

7341 25TH STREET

NORTH RIVERSIDE, IL

60546-

9371

DEPTFORD, NJ

DEPTFORD CROSSING SHOPPING CTR

CLEMENTS BRIDGE/ALMONESSON RD

DEPTFORD, NJ

60546

9373

GURNEE, IL

GURNEE MILLS

6170 WEST GRAND AVE.

GURNEE, IL

60031-

9374

BRONX, NY

BAY PLAZA SHOPPING CENTER

2094 BARTOW AVE. SPACE #2

BRONX, NY

10475-

9375

SPRINGDALE, OH

CASSINELLI SQUARE

129 E. KEMPER ROAD

SPRINGDALE, OH

45246-

9376

CINCINNATI, OH

KENWOOD CENTER

7324 KENWOOD ROAD

CINCINNATI, OH

45236

9377

INDIANAPOLIS, IN

CASTLETON SHOPPES

6024 EAST 82ND STREET

INDIANAPOLIS, IN

46250-

9378

BROWN DEER , WI

7817 W. BROWN DEER ROAD

BROWN DEER , WI

53223-

9379

SHREWSBURY, MA

WHITE CITY EAST SHOPPING CTR.

112 BOSTON TURNPIKE

SHREWSBURY, MA

01545

9380

WALDORF, MD

CONVENIENCE CENTER

3376 CRAIN HIGHWAY (ROUTE 301)

WALDORF, MD

20603

9381

LOUISVILLE, KY

7635 SHELBYVILLE ROAD

LOUISVILLE, KY

40222

9383

PHILADELPHIA, PA

ROOSEVELT MALL

2375 COTTMAN AVE.

PHILADELPHIA, PA

19149-

9384

MIAMISBURG, OH

7924 SPRINGBORO PIKE

MIAMISBURG, OH

45342-

9387

BOARDMAN, OH

926 BOARDMAN-POLAND RD.

BOARDMAN, OH

44512-

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Exhibit 4.5

Locations, Leases and Landlords

STORE

LOCATION

CENTER NAME

ADDRESS 1

ADDRESS 2

CITY, ST

ZIP CODE

LANDLORD
***

ADDRESS 1
***

ADDRESS 2
***

CITY
***

STATE
***

ZIP CODE
***

9388

STATEN ISLAND, NY

HEARTLAND SHOPPING PLAZA

2295 RICHMOND AVE.

STATEN ISLAND, NY

10314-

9390

DALLAS, TX

RED BIRD TOWERS

3209 W. CAMP WISDOM ROAD

DALLAS, TX

75237-2052

9391

WILMINGTON, DE

3924 KIRKWOOD HWY.

WILMINGTON, DE

19808-

9393

AMARILLO, TX

WOLFIN SQUARE

2217 I-40 WEST

AMARILLO, TX

79109-

9395

MENTOR, OH

7619 MENTOR AVENUE

MENTOR, OH

44060-

9396

KING OF PRUSSIA, PA

445 W. DEKALB PIKE - RTE. 202

KING OF PRUSSIA, PA

19406-

9397

HOUSTON, TX

WOOD FOREST SHOPPING CENTER

10911 EAST FREEWAY

HOUSTON, TX

77029-

9400

SECAUCUS, NJ

THE MALL AT MILL CREEK

ROUTE 3

SECAUCUS, NJ

07094-

9401

JOHNSON CITY, NY

310 REYNOLDS ROAD SUITE A

JOHNSON CITY, NY

13790

9402

SELMA, TX

THE FORUM AT OLYMPIA

8251 AGORA PARKWAY, SUITE 101

SELMA, TX

78154

9403

HOUSTON, TX

HUMBLEWOOD SHOPPING CENTER

19723 EASTEX FREEWAY

HIGHWAY 59

HOUSTON, TX

77338-

9404

LUBBOCK, TX

4408 50TH STREET

LUBBOCK, TX

79414-

9405

KNOXVILLE, TN

7834 KINGSTON PIKE

KNOXVILLE, TN

37919-

9406

PEORIA, IL

3526-3528 N. UNIVERSITY AVE.

PEORIA, IL

61604

9407

PINEVILLE, NC

THE CENTRUM

10610-D CENTRUM PARKWAY

PINEVILLE, NC

28134-

9408

FAIRFAX, VA

GREENBRIAR TOWN CENTER

13061 LEE JACKSON MEMORIAL HWY

FAIRFAX, VA

22030-

9409

BURNSVILLE, MN

BURNSHAVEN STRIP CENTER

712 W. COUNTY ROAD #42

BURNSVILLE, MN

55337-

9411

PHILADELPHIA, PA

CITY LINE CENTRE

4500 CITY LINE AVE., BLDG. A

PHILADELPHIA, PA

19131-

9412

FRAMINGHAM, MA

PARK PLAZA

150 WORCESTER ROAD

FRAMINGHAM, MA

01701-

9413

SAN ANTONIO, TX

7334 SAN PEDRO BLVD.

SAN ANTONIO, TX

78216

9414

ALBUQUERQUE, NM

6601 MENUAL N.E.

ALBUQUERQUE, NM

87110

9415

VALLEY STREAM, NY

320 W. SUNRISE HWY.

VALLEY STREAM, NY

11581-

9416

BROOKLYN, NY

PENN PLAZA SHOPPING CENTER

1110 PENNSYLVANIA AVENUE

BROOKLYN, NY

11207

9417

CORPUS CHRISTI, TX

SOUTH POINT RETAIL CENTER

5118-C STAPLES STREET

CORPUS CHRISTI, TX

78411-

9419

LAREDO, TX

RIO NORTE SHOPPING CENTER

5504 SAN BERNADO AVE. STE. 100

LAREDO, TX

78041-

9420

BALTIMORE, MD

EASTPOINT MALL

7839 EASTPOINT MALL

BALTIMORE, MD

21224

9421

FORT WORTH, TX

4613 S. HULEN STREET

FORT WORTH, TX

76132

9422

DALLAS, TX

PRESTON VALLEY VIEW S.C.

13398 PRESTON ROAD

DALLAS, TX

75240-

9424

HARRISBURG, PA

4425 JONESTOWN ROAD

HARRISBURG, PA

17109

9426

WARREN, MI

1961 E. EIGHT MILE ROAD

WARREN, MI

48091-

9428

GRAND CHUTE

T.J. MAXX PLAZA

708 N. CASALOM DR., STE. 10

GRAND CHUTE

54915-

9429

EL PASO, TX

MISSION PLAZA

1111 HAWKINS BLVD.

EL PASO, TX

79925-

9430

GREENBURGH, NY

350 TARRYTOWN ROAD RTE 119

GREENBURGH, NY

10607-

9431

MONTGOMERY, AL

3984 EASTERN BLVD.

MONTGOMERY, AL

36116

9432

ORANGE PARK, FL

ORANGE PARK (JACKSONVILLE)

62 - 74 BLANDING BLVD.

ORANGE PARK, FL

32073

9433

JACKSONVILLE, FL

REGENCY POINTE S.C.

9402 ARLINGTON EXPRESSWAY

JACKSONVILLE, FL

32225-

9434

NORTH MIAMI, FL

THE PROMENADE SHOPS AT 163RD

1755 NE 163RD STREET

NORTH MIAMI, FL

33162

9435

STONE MOUNTAIN, GA

STONE MOUNTAIN SQUARE

5370 US HWY 78, SUITE 5

STONE MOUNTAIN, GA

30087-

9440

LINDEN, NJ

LINDEN SHOPPING CENTER

1601 WEST EDGAR RD/

LINDEN, NJ

07036

9441

VICTOR, NY

COBBLESTONE COURT

170 COBBLESTONE COURT DRIVE

VICTOR, NY

14564

9442

S BURLINGTON, VT

STAPLES PLAZA

861 WILLISTON ROAD

S BURLINGTON, VT

05403

9443

DENVER, CO

BOWLES CROSSING SHOPPING CTR.

5656 BOWLES CROSSING

DENVER, CO

80123

9444

SCRANTON, PA

BAYSHORE SHOPPING CENTER

RTE. 6 SCRANTON-CARBONDALE HWY

SCRANTON, PA

18505

9445

BAYSHORE L.I., NY

BAYSHORE SHOPPING CENTER

1757 SUNRISE HWY.

BAYSHORE L.I., NY

11706-

9447

CHERRY HILL, NJ

216 HADDONFIELD ROAD

CHERRY HILL, NJ

08002

9449

MANASSAS, VA

MANASSAS MALL

8372-8374 SUDLEY ROAD

MANASSAS, VA

22109

9451

SCHAUMBURG, IL

WOODFIELD VILLAGE GREEN S.C.

1400 GOLF ROAD

SCHAUMBURG, IL

60173-

9453

EATONTOWN, NJ

49 ROUTE 36 WEST

EATONTOWN, NJ

07724

9454

WHITEHALL, PA

2367 MACARTHUR ROAD

WHITEHALL, PA

18052-

9455

PORT HURON, MI

HORIZON OUTLET CENTER

1661 RANGE ROAD, SPACE B80

PORT HURON, MI

48074-

9456

CHEEKTOWAGA, NY

2130 WALDEN AVENUE

CHEEKTOWAGA, NY

14225

9457

DULUTH, MN

STONE RIDGE SHOPPING CENTER

913 W. CENTRAL ENTRANCE

DULUTH, MN

55811-

9458

LEDGEWOOD, NJ

288 RTE. 10 W

LEDGEWOOD, NJ

07876

9460

RICHMOND, VA

7111 W. BROAD STREET

RICHMOND, VA

23294

9461

E. BRUNSWICK, NJ

326 RTE. 18

E. BRUNSWICK, NJ

08816

9464

IRONDEQUOIT, NY

TOPS PLAZA

RIDGE ROAD EAST

IRONDEQUOIT, NY

14621

9465

MANSFIELD, OH

695 NO. LEXINGTON-SPRINGMILL

MANSFIELD, OH

44906-

9466

LAFAYETTE, IN

2128 SAGAMORE PKWY. SOUTH

LAFAYETTE, IN

47905

9468

GREEN BAY, WI

UNITED CENTER

2300 SOUTH ONEIDA

GREEN BAY, WI

54304

9469

MIDLAND, TX

4410 N. MIDKIFF ROAD

SUITE b-1

MIDLAND, TX

79705-

9470

LOUISVILLE, KY

BROWNFIELD SQ. SHOPPING CENTER

4815 OUTER LOOP BROWNSVILLE SQUARE

LOUISVILLE, KY

40219

9471

LAFAYETTE, LA

AMBASSADOR ROW SHOPPING CENTER

3501 AMBASSADOR CAFFERY

LAFAYETTE, LA

70503

9472

VIRGINIA BEACH, VA

NORTH MALL SHOPS

2704 LYNNHAVEN PARKWAY, S. 105

VIRGINIA BEACH, VA

23452-

9473

COLORADO SPRINGS, CO

CITADEL CROSSING

507 NORTH ACADEMY BOULEVARD

COLORADO SPRINGS, CO

80909

9477

HIALEAH, FL

PALM SPRINGS MILE S.C.

1001 W.49th St., SUITE 1

HIALEAH, FL

33012-

9478

BATON ROUGE, LA

9490 AIRLINE HIGHWAY

BATON ROUGE, LA

70815-

9482

BRANDON, FL

BRANDON TOWN CENTER

S.R. 60 & I-75 #100B

BRANDON, FL

33511-

9484

CHAMPAIGN, IL

WAL-MART PLAZA

1006 W. ANTHONY DR. SUITE A&B

CHAMPAIGN, IL

61820-

9486

AUSTIN, TX

ABORETUM SHOPPING CENTER

9705 RESEARCH BLVD HWY. 183

AUSTIN, TX

78759

9487

SAN ANTONIO, TX

KINKO’S RETAIL CENTER

5755 N.W. LOOP 410 SUITE 103

SAN ANTONIO, TX

78238-

9488

LAKELAND, FL

VILLAGE PLAZA

4304 U.S. HIGHWAY 98 NORTH

LAKELAND, FL

33809-

9489

NAPERVILLE, IL

NAPERWEST PLAZA

618 SOUTH ROUTE 59, SUITE 112

NAPERVILLE, IL

60540-

9490

ALPHARETTA, GA

MANSELL CROSSING SHOPPING CEN.

7681 N. POINT PKWY., SUITE 500

ALPHARETTA, GA

30202-

9491

MIAMI, FL

9875 SO. DIXIE HIGHWAY

MIAMI, FL

33156-

9494

ALTAMONTE SPRINGS, FL

RENAISSANCE CENTRE

355 E. ALTAMONTE DR. #1000

ALTAMONTE SPRINGS, FL

32701-

9496

MONROE, MI

HORIZON OUTLET CENTER

1470 LAPLAISANCE RD.

MONROE, MI

48161

9497

BARBOURSVILLE, WV

HUNTINGTON MALL

MALL ROAD

BARBOURSVILLE, WV

25504-1834

9499

FLORENCE, SC

2590 DAVID MCLEOD BLVD.

FLORENCE, SC

29501-

9500

LEWISVILLE, TX

VISTA RIDGE VILLAGE

565 E. HIGHWAY 3040,SUITE# 201

LEWISVILLE, TX

75067-

9501

SPRINGFIELD, MO

1414 E. BATTLEFIELD

SPRINGFIELD, MO

65804-

9502

BIRCH RUN, MI

PRIME OUTLETS AT BIRCH RUN

12150 SOUTH BEYER ROAD, SPACE F050

BIRCH RUN, MI

48415-

9503

BLOOMFIELD, NJ

RICKELS SHOPPING CENTER

135 BLOOMFIELD AVE.

BLOOMFIELD, NJ

07003-

9504

LEXINGTON, KY

CROSSROADS PLAZA

3270 NICHOLASVILLE RD.

LEXINGTON, KY

40503

9505

RALEIGH, NC

6010 GLENWOOD AVENUE

RALEIGH, NC

27612

9506

ALTOONA, PA

PARK HILLS PLAZA

RT. 200 & PLANK RD

ALTOONA, PA

16602-

9507

CAMILLUS, NY

3514 W. GENESEE ST.

CAMILLUS, NY

13219-

9508

MUNCIE, IN

LYNDENBROOK PLAZA

3301 NORTH EVERBROOK LANE

MUNCIE, IN

47304-

9509

ANNAPOLIS, MD

2091 WEST STREET, PAROLE

ANNAPOLIS, MD

21401-

9510

DULUTH, GA

GWINNETT PLACE MALL

1950 PLEASANT HILL RD. STE. B

DULUTH, GA

30136-

9510

DULUTH, GA

1950 PLEASANT HILL RD. STE. B

DULUTH, GA

30136-

9512

BLOOMINGDALE, IL

STRATFORD PLAZA

158 SOUTH GARY STREET

BLOOMINGDALE, IL

60108-

9513

TOWSON, MD

YORK RIDGE CENTER N.

815 GOUCHER BLVD.

TOWSON, MD

21286

9515

MOSINEE, WI

CEDAR CREEK MALL

10101 MARKET ST. #C-110

MOSINEE, WI

54455-

9516

FT. MYERS, FL

4455 CLEVELAND AVE.

FT. MYERS, FL

33901-

9517

MEMPHIS, TN

6326 WINCHESTER ROAD SUITE 1

MEMPHIS, TN

38115-

9518

ELMHURST, NY

89-55 QUEENS BLVD

ELMHURST, NY

11373-

9520

NILES, OH

GREAT EAST PLAZA

5555 YOUNGSTOWN/WARREN ROAD

NILES, OH

44446-

9521

AUGUSTA, GA

RICHMOND PLAZA

3435 WRIGHTSBORO ROAD #1206

AUGUSTA, GA

30909-

9522

SAVANNAH, GA

OGELTHORPE PLAZA

7929 ABERCORN ST., SUITE 640-650

SAVANNAH, GA

31406-3443

9523

WEST PALM BEACH, FL*

1990 N. MILITARY TRAIL

WEST PALM BEACH, FL*

33409-

9524

OCALA, FL

3558 SOUTH WEST COLLEGE ROAD

OCALA, FL

34474-

9525

TROTWOOD, OH

SALEM CENTER OUTLOT

5286 SALEM AVE., CTR. 103

TROTWOOD, OH

45426-

9526

BIRMINGHAM, AL

1707 MONTGOMERY HIGHWAY

BIRMINGHAM, AL

35244-

9527

MADISON, WI

STERLING CENTER

698 SOUTH WHITNEY WAY

MADISON, WI

53711-

9528

EAST NORTHPORT, NY

4199 EAST JERICHO TURNPIKE

EAST NORTHPORT, NY

11731-

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Exhibit 4.5

Locations, Leases and Landlords

STORE

LOCATION

CENTER NAME

ADDRESS 1

ADDRESS 2

CITY, ST

ZIP CODE

LANDLORD
***

ADDRESS 1
***

ADDRESS 2
***

CITY
***

STATE
***

ZIP CODE
***

9529

BRANSON, MO

FACTORY STORES OF AMERICA

4370 GRETNA ROAD, SUITE #2170

BRANSON, MO

65616-

9530

GREENVILLE, SC

2410 LAURENS ROAD

GREENVILLE, SC

29607-

9531

COLUMBIA, SC

MARSHBROOK PLAZA

7357 TWO NOTCH ROAD

COLUMBIA, SC

29223-

9533

SARASOTA, FL

4130 SOUTH TAMIAMI TRAIL

SARASOTA, FL

34231-

9534

SOMERVILLE, NJ

936 ROUTE 22 EAST

SOMERVILLE, NJ

08876-

9540

NEW YORK, NY

291 THIRD AVENUE

NEW YORK, NY

9541

PEMBROKE PINES, FL

BOULEVARD SQUARE SHOPPING CTR

11090 PINES BOULEVARD

PEMBROKE PINES, FL

33026-

9542

HILLSBORO, TX

SOUTHWEST OUTLET CENTER

104 NORTHEAST,I-35,SUITE 128

HILLSBORO, TX

76645-

9545

TYLER, TX

4217 SOUTH BROADWAY AVE

TYLER, TX

75701-

9546

WARRENTON, MO

WARRENTON OUTLET CENTER

1000 WARRENTON OUTLET CTR #39

WARRENTON, MO

63383-

9551

LAUDERDALE LAKES, FL

REEF PLAZA

3196 NORTH STATE ROAD

LAUDERDALE LAKES, FL

33319-

9553

CONROE, TX

CONROE OUTLET CTR

1111 LEAGUE LINE RD STE #121

CONROE, TX

77303-

9554

FREDERICK, MD

CELLULARONE CENTER

1170 WEST PATRICK ST., S. G&H

FREDERICK, MD

21702-

9556

BOYNTON BEACH, FL

OAKWOOD SHOPPING CENTER

324 NORTH CONGRESS AVENUE

BOYNTON BEACH, FL

33426-

9557

WEST MIFFLIN, PA

2033 LEBANON CHURCH RD SUITE C

WEST MIFFLIN, PA

15122-

9558

CALHOUN, GA

CALHOUN OUTLET CENTER

SUITE 60 455 BELWOOD RD. S.E.

CALHOUN, GA

30701-

9564

OMAHA, NE

MONTCLAIR CENTER

13003 WEST CENTER ROAD, S. #28

OMAHA, NE

68144-

9566

LOVELAND, CO

ROCKY MOUNTAIN FACTORY STORES

5732 MCWHINNEY BOULEVARD, #E-40

LOVELAND, CO

80538-

9567

DAYTONA BEACH, FL

2110 WEST INTL. SPEEDWAY

DAYTONA BEACH, FL

32114-

9568

ASHEVILLE, NC

64 TUNNEL ROAD

ASHEVILLE, NC

28805-

9569

FT. SMITH, AR

4803 ROGERS AVENUE

FT. SMITH, AR

72903-

9571

JEFFERSONVILLE, OH

PRIME OUTLETS @JEFFERSONVILLE

8115 FACTORY SHOPS BLVD

SPACE 115

JEFFERSONVILLE, OH

43128

9573

MANCHESTER, CT

PLAZA AT BUCKLAND HILLS

1470 PLEASANT VALLEY RD.

MANCHESTER, CT

06040

9574

HODGKINS, IL

THE QUARRY SHOPPING CENTER

9404 JOLIET ROAD

HODGKINS, IL

60525

9576

EDINBURGH, IN

EDINBURGH OUTLET CENTER

11747 NORTH EXECUTIVE DRIVE, #880

EDINBURGH, IN

46124

9577

GREENVILLE, NC

UNIVERSITY COMMONS SHOP CENTER

3040 SOUTH EVANS STREET, #103

SUITE 103

GREENVILLE, NC

27834

9581

HUNTSVILLE, AL

4710-B UNIVERSITY DRIVE

HUNTSVILLE, AL

35816

9583

WEST BERLIN, NJ

199 NORTH ROUTE 73, STE. A

SUITE A

WEST BERLIN, NJ

08091

9584

SMYRNA, GA

2778 COBB PARKWAY

SMYRNA, GA

30339

9585

HOWELL, MI

KENSINGTON VALLEY FACTORY SHOP

1475 NORTH BURKHART RD. STE. D180

HOWELL, MI

48855

9586

GAFFNEY, SC

CAROLINA FACTORY SHOPS

335 FACTORY SHOPS BOULEVARD

GAFFNEY, SC

29341

9587

GLENDALE, CO

320 SOUTH COLORADO BOULEVARD

GLENDALE, CO

80246

9588

WATERLOO, NY

WATERLOO PREMIUM OUTLETS

655 ROUTE 318, STE. A005

SUITE
A005

WATERLOO, NY

13165

9589

ROANOKE, VA

1919 VALLEY VIEW BLVD., NW

ROANOKE, VA

24012

9591

WILLOW GROVE, PA

311 WEST MORELAND RD

WILLOW GROVE, PA

19090

9592

BOWLING GREEN, KY

2522 SCOTTSVILLE ROAD

SUITE B

BOWLING GREEN, KY

42104

9595

JACKSON, MS

COUNTY LINE PLAZA

1039 EAST COUNTY LINE ROAD

SUITE A

JACKSON, MS

39211

9596

WOODBURY, MN

8362 TAMARACK VILLAGE

SUITES 117
& 118

WOODBURY, MN

55125

9598

VERO BEACH, FL

OUTLETS AT VERO BEACH

1757 94TH DRIVE

SUITE
D180

VERO BEACH, FL

32966

9601

CHARLOTTESVILLE, VA

1711A&B SEMINOLE TRAIL

CHARLOTTESVILLE, VA

22901

9602

BRONX, NY

MODELLS PLAZA

945 WHITE PLAIN ROAD

BRONX, NY

10473

9604

ORLAND PARK, IL

SECOND CENTURY PLAZA

9396 WEST 159TH STREET

ORLAND PARK, IL

60462

9605

TILTON, NH

LAKE REGION FACTORY STORES

120 LACONIA ROAD

SUITE 206

TILTON, NH

03276

9606

OLATHE, KS

20700 WEST 151ST STREET

OLATHE, KS

66061

9610

ROCKFORD, IL

6376 EAST STATE STREET

ROCKFORD, IL

61108

9612

HOUSTON, TX

WESTGATE SHOPPING CENTER

19504 KATY FREEWAY

HOUSTON, TX

77094

9613

WESTMINSTER, CO

8725 SHERIDAN BLVD. (UNIT B)

WESTMINSTER, CO

80030

9614

RIVERHEAD, NY

TANGER OUTLET CENTER

1770 WEST MAIN STREET

RIVERHEAD, NY

11901

9615

SAN MARCOS, TX

SAN MARCOS OUTLET CENTER

4015 INTERSTATE HWY. 35, STE. 214

SAN MARCOS, TX

78666

9616

COMMERCE, GA

TANGER II OUTLET CENTER

800 STEVEN B. TANGER BLVD #310

COMMERCE, GA

30529

9617

MORROW, GA

SOUTH POINT SHOPPING CENTER

6715 JONESBORO ROAD, STE. H

MORROW, GA

30260

9618

MAY’S LANDING, NJ

WRANGLE CONSUMER SQUARE

430 CONSUMER SQUARE

MAY’S LANDING, NJ

08330

9620

GAINESVILLE, FL

BUTLER PLAZA EAST

3600 SW ARCHER ROAD , #A1

GAINESVILLE, FL

32608

9621

AUSTIN, TX

SUNSET VALLEY VILLAGE

5601 BRODIE LANE

AUSTIN, TX

78745

9622

PENSACOLA, FL

7000 N. DAVIS HIGHWAY

UNIT A

PENSACOLA, FL

32504

9623

TOPEKA, KS

WANAMAKER 21 SHOPPING CENTER

1930 SOUTH WEST WANAMAKER RD.

SUITE E

TOPEKA, KS

66614

9624

FREDERICKSBURG, VA

3200 PLANK ROAD

FREDERICKSBURG, VA

22407

9625

WEBSTER, TX

BAYBROOK GATEWAY S.C.

1041 WEST BAY AREA BLVD.

WEBSTER, TX

77598

9626

WRENTHAM, MA

WRENTHAM VILLAGE PREMIUM OUTLE

1 PREMIUM OUTLET BOULEVARD STE 585

WRENTHAM, MA

02093

9627

JOHNSON CREEK, WI

JOHNSON CREEK OUTLET CENTER

622 WEST LINMAR LANE SUITE D25

JOHNSON CREEK, WI

53038

9629

ALBERTVILLE, MN

ALBERTVILLE PREMIUM OUTLETS

6415 LABEAUX AVENUE NE, SUITE B-65

ALBERTVILLE, MN

55301

9630

FOLEY, AL

RIVIERA CENTRE FACTORY STORES

2601 SOUTH MCKENZIE STREET SUITE S4

FOLEY, AL

36535

9631

VACAVILLE, CA

FACTORY STORES AT VACAVILLE

131 NUT TREE ROAD, SUITE K

VACAVILLE, CA

95687

9632

ST. AUGUSTINE, FL

ST. AUGUSTINE OUTLET CENTER

2700 STATE ROAD 16, STE 815

ST. AUGUSTINE, FL

32092

9633

WILLIAMSBURG, IA

TANGER FACTORY OUTLET

112-A TANGER DRIVE

WILLIAMSBURG, IA

52361

9635

GETTYSBURG, PA

GETTYSBURG FACTORY STR

1863 GETTYSBURG DRIVE

GETTYSBURG, PA

17325

9636

TANNERSVILLE, PA

THE CROSSING FACTORY STORES

1000 ROUTE 611, UNIT A19

TANNERSVILLE, PA

18372

9640

FOLSOM, CA

FOLSOM PREMIUM OUTLET

13000 FOLSOM BOULEVARD, SUITE 1440

FOLSOM, CA

95630

9642

HAGERSTOWN, MD

PRIME OUTLETS AT HAGERSTOWN

550 PRIME OUTLETS BOULEVARD

HAGERSTOWN, MD

21740

9643

GROVE CITY, PA

PRIME OUTLET AT GROVE CITY

P.O. BOX 1027 - I-79 & ROUTE 208

GROVE CITY, PA

16127

9644

WESTBROOK, CT

WESTBROOK FACTORY STORES

314 FLAT ROCK PLACE, SUITE A135

WESTBROOK, CT

06498

9646

CAMARILLO, CA

CAMARILLO PREMIUM OUTLETS

990 CAMARILLO CENTER DRIVE, STE 1016

CAMARILLO, CA

93010

9662

COLUMBUS, OH

WYANDOTTE CENTER

5091 E. MAIN STREET

COLUMBUS, OH

43213

9664

ONTARIO, CA

ONTARIO MILLS PLAZA

4320 EAST MILLS CIRCLE RD UNIT H

ONTARIO, CA

91764

9665

OSAGE BEACH, MO

FAC OUTLET VILLAGE OSAGE BEACH

4540 HIGHWAY 54, SUITE N4

OSAGE BEACH, MO

65065

9668

REHOBOTH BEACH, DE

REHOBOTH OUTLETS III

1230 REHOBOTH OUTLETS, HIGHWAY 1

REHOBOTH BEACH, DE

19971

9669

LINCOLN CITY, OR

FACTORY STORES AT LINCOLN CITY

1500 SE EAST DEVILS LAKE ROAD, STE 413

LINCOLN CITY, OR

97367

9670

GULFPORT, MS

GULFPORT FACTORY SHOPS

10737 FACTORY SHOPS BOULEVARD

GULFPORT, MS

39503

9674

BURBANK, OH

PRIME OUTLETS AT LODI

9911 AVON LAKE ROAD, STE 315

BURBANK, OH

44214

9676

GONZALES, LA

TANGER OUTLET

2400 TANGER BOULEVARD, STE 152

GONZALES, LA

70737

9677

BOSSIER CITY, LA

LOUISIANA BOARDWALK

640 BOARDWALK BLVD

BOSSIER CITY, LA

71111

9680

TULARE, CA

HORIZON OUTLET CENTER - TULARE

1483 RETHERFORD STREET

D040

TULARE, CA

93274

9683

JACKSON, NJ

JACKSON OUTLET CENTER

537 MONMOUTH RD, SPACE 322

JACKSON, NJ

9685

COMMERCE, CA

CITADEL OUTLETS

100 CITADEL DRIVE, SUITE 660

COMMERCE, CA

90040

9686

MICHIGAN CITY, IN

LIGHTHOUSE PLACE PREMIUM OUTLE

1740 LIGHTHOUSE PLACE

UNIT Q040

MICHIGAN CITY, IN

46360

9687

GILROY, CA

GILROY PREMIUM OUTLETS

8155 ARROYO CIRCLE, SPACE #A018

GILROY, CA

95020

9689

ALLEN, TX

ALLEN PREMIUM OUTLETS

820 WEST STACY ROAD, SUITE 330

ALLEN, TX

75013

9690

LAUGHLIN, NV

HORIZON OUTLET CENTER

1955 SOUTH CASINO DRIVE, SUITE 207

LAUGHLIN, NV

89029

9701

WOODLAND HILLS, CA

6433 CANOGA AVE

WOODLAND HILLS, CA

91367-

9702

PHOENIX, AZ

2860 W. PEORIA AVENUE

PHOENIX, AZ

85029-

9703

LAWNDALE, CA

16129 S. HAWTHORNE BLVD #F

LAWNDALE, CA

90260-

9704

DALY CITY, CA

ALTO SERRAMONTE SHOPPING CENTR

350 GILBERT BOULEVARD

DALY CITY, CA

94015

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Exhibit 4.5

Locations, Leases and Landlords

STORE

LOCATION

CENTER NAME

ADDRESS 1

ADDRESS
2

CITY, ST

ZIP CODE

LANDLORD
***

ADDRESS 1
***

ADDRESS 2
***

CITY
***

STATE
***

ZIP CODE
***

9705

SAN JOSE, CA

STEVEN’S CREEK BLVD.

3136 STEVEN’S CREEK BLVD.

SAN JOSE, CA

95117

9706

UPLAND, CA

MOUNTAIN SQ. SHOPPING CENTER

358/366 S. MOUNTAIN AVE

UPLAND, CA

91786-

9708

PLEASANT HILL, CA

675 CONTRA COSTA BLVD.

PLEASANT HILL, CA

94523

9709

EMERYVILLE, CA

1151 40TH STREET

EMERYVILLE, CA

94608-

9710

SACRAMENTO, CA

MARKET SQUARE

1745 & 1749A ARDEN WAY

SACRAMENTO, CA

95815-

9711

DUBLIN, CA

8000 AMADOR VALLEY BLVD.

DUBLIN, CA

94568-

9712

SALINAS, CA

NORTHRIDGE MALL

776 NORTHRIDGE MALL

SALINAS, CA

93906-

9713

MODESTO, CA

3200 SISK ROAD #G

MODESTO, CA

95356-

9714

FRESNO, CA

CIRCUT CITY SHOPPING CENTER

5048 N. BLACKSTONE AVE

FRESNO, CA

93710-

9715

SAN BERNARDINO, CA

798 INLAND CENTER DRIVE

SAN BERNARDINO, CA

92408

9716

PHOENIX, AZ

CAMELBACK COLONNADE

1945 E. CAMELBACK ROAD

SUITE D2

PHOENIX, AZ

85016-

9717

PHOENIX, AZ

VILLAGE FAIR SHOPPING CENTER

12847 N. TATUM BLVD.

PHOENIX, AZ

80532-

9718

SANTA ROSA, CA

1911 SANTA ROSA AVENUE

SANTA ROSA, CA

95407-

9719

PASADENA, CA

HASTING RANCH PLAZA

3867 FOOTHILL BOULEVARD

PASADENA, CA

91107-

9720

HENDERSON, NV

SUNSET PLAZA

1152 W. SUNSET RD

HENDERSON, NV

89014-

9721

BAKERSFIELD, CA

3699 MING AVE

BAKERSFIELD, CA

93309-

9722

TUCSON, AZ

5700 E. BROADWAY

TUCSON, AZ

85711-

9723

SANTA ANA, CA

METRO TOWN SQUARE

3638 SOUTH BRISTOL STREET

SANTA ANA, CA

92704-

9724

ORANGE, CA

1302 N. TUSTIN STREET

ORANGE, CA

92667-

9726

LAS VEGAS, NV

1705 S. DECATUR BLVD.

LAS VEGAS, NV

89102-

9727

STOCKTON, CA

5756 PACIFIC AVENUE

STOCKTON, CA

95207

9728

TACOMA, WA

METRO PLAZA

2220 S. 37TH STREET, SUITE#8

TACOMA, WA

98409-

9729

LOS ALTOS, CA

4898 EL CAMINO REAL

LOS ALTOS, CA

94022-

9730

BELLEVUE, WA

STERNCO CENTER

14725 NORTH EAST 20TH AVE

BELLEVUE, WA

98007-

9731

LAS VEGAS, NV

MARYLAND CROSSINGS

3993 S. MARYLAND CROSSINGS #101

LAS VEGAS, NV

89119-

9732

FULLERTON, CA

1620 S. HARBOR BLVD., SUITE A

FULLERTON, CA

92632-

9733

SAN JOSE, CA

K-MART CTR/882 BLOSSOM HILL RD

SAN JOSE, CA

95123-

9734

AUBURN, WA

SUPERMALL OF THE GREAT N-WEST

1101 SUPERMALL WAY

AUBURN, WA

98001-

9735

BEAVERTON, OR

8705 SOUTH WEST HALL BLVD

BEAVERTON, OR

97008-

9736

WEST COVINA, CA

330 SOUTH VINCENT AVE.

WEST COVINA, CA

91790-

9737

SAN LEANDRO, CA

15099 HESPERIAN BLVD

SAN LEANDRO, CA

94578-

9738

LOS ANGELES, CA

1845 WESTWOOD BLVD

LOS ANGELES, CA

90025-

9739

TUCSON, AZ

4055 NORTH ORACLE ROAD #101

TUCSON, AZ

85705-

9742

SPOKANE, WA*

THE GREAT MALL OF THE BAY AREA

N-6010 DIVISION ST

SPOKANE, WA*

99208-

9743

TRACY, CA

TRACY OUTLET CENTER

1005 PESCADARO AVE-SUITE 179

TRACY, CA

95376-

9744

PALM DESERT, CA

72216 HIGHWAY 111, STE F5,F6

PALM DESERT, CA

92260-

9745

LAKE ELSINORE, CA

LAKE ELSINORE OUTLETS

17600 COLLIER AVENUE SUITE H184

LAKE ELSINORE, CA

92530

9746

LAKEWOOD, CA

LAKEWOOD SQUARE S C

5195 LAKEWOOD BLVD

LAKEWOOD, CA

90712-

9747

SAN DIEGO, CA

ROSECRANS CTR

2990 MIDWAY DRIVE

SAN DIEGO, CA

92110-

9748

CULVER CITY, CA

5592 S. SEPULVEDA BLVD.

CULVER CITY, CA

90230

9752

PORTLAND, OR

JANTZEN BEACH SUPERCENTER

1416 JANTZEN BEACH CENTER

PORTLAND, OR

97217

9753

FREMONT, CA

39121 FREMONT BOULEVARD

FREMONT, CA

94538

9756

VICTORVILLE, CA

12544-B AMARGOSA ROAD

VICTORVILLE, CA

92392

9757

SALEM, OR

1132 LANCASTER DRIVE, NE

SALEM, OR

97301

9759

SACRAMENTO, CA

6160 FLORIN ROAD - SUITE B

SACRAMENTO, CA

95823

9760

TEMPE, AZ

ARIZONA MILLS

5000 ARIZONA MILLS CIRCLE

SUITE
613

TEMPE, AZ

85282

9761

RENO, NV

5595 SOUTH VIRGINIA STREET - SUITE A

RENO, NV

89502

9768

VALENCIA, CA

VALENCIA MARKETPLACE SC

25640 THE OLD ROAD

VALENCIA, CA

91381

9769

KENNESAW, GA

MAIN STREET AT TOWN CENTER

440 BARRETT PARKWAY, SUITE 17

KENNESAW, GA

30144

9775

JONESBORO, AR

HIGHLAND SQUARE SC

2108 SOUTH CARAWAY

JONESBORO, AR

72401

9777

INDEPENDENCE, MO

MARKETPLACE SHOPPING CENTER

14300 EAST 42ND AVENUE

INDEPENDENCE, MO

64055

9778

CHANDLER, AZ

CHANDLER FESTIVAL

2560 WEST CHANDLER BOULEVARD, SUITE 5

CHANDLER, AZ

85224

9780

FLORENCE, KY

VILLAGE AT THE MALL

7634 MALL ROAD

FLORENCE, KY

41042

9782

FAYETTEVILLE, NC

1916 SKIBO ROAD, SUITE 341

FAYETTEVILLE, NC

28314-

9783

WINSTON-SALEM, NC

SILAS CREEK CROSSING SC

3272 SILAS CREEK PARKWAY

WINSTON-SALEM, NC

27103

9787

LONG BEACH, CA

LONG BEACH TOWNE CENTER

7601 CARSON BOULEVARD

LONG BEACH, CA

90808

9788

NORTH ATTLEBORO, MA

NORTH ATTLEBORO MARKETPLACE

1400 SOUTH WASHINGTON STREET

NORTH ATTLEBORO, MA

02760

9789

OXNARD, CA

301 W. ESPLANADE DRIVE

OXNARD, CA

93030

9790

WEST HARTFORD, CT

CORBINS CORNER

1457 NEW BRITAIN AVENUE

WEST HARTFORD, CT

06110

9791

COLUMBIA, MO

CROSSROADS WEST SC

2101 W. BROADWAY

COLUMBIA, MO

65203

9792

DAVENPORT, IA

VILLAGE SC

902 WEST KIMBERLY ROAD

DAVENPORT, IA

52806

9793

MARION, IA

COLLINS ROAD SQUARE

1392 TWIXT TOWN ROAD

MARION, IA

52302

9794

JACKSON, TN

JACKSON PLAZA SC

50 OLD HICKORY EAST BLVD.

JACKSON, TN

38305

9796

SEATTLE, WA

AURORA SQUARE

15819 WESTMINSTER WAY NORTH

SEATTLE, WA

98133

9797

RIVERSIDE, CA

OFF THE MALL

10113 HOLE AVENUE

RIVERSIDE, CA

92503

9798

EL CAJON, CA

HACIENDA SQUARE SC

700 N. JOHNSON AVENUE, SUITE 1

EL CAJON, CA

92020

9799

SOUTH CHARLESTON, WV

TRACE FORK SHOPPING CENTER

90 RHL BOULEVARD

SOUTH CHARLESTON, WV

25309

9800

LONE TREE, CO

9078 WESTVIEW ROAD

STE 100

LONE TREE, CO

80124

9801

LARGO, FL

10359 ULMERTON ROAD

LARGO, FL

33771

9802

WYOMISSING, PA

BROADCASTING SQUARE SC

2733 PAPERMILL ROAD, STE X-15

WYOMISSING, PA

19610

9804

WATERBURY, CT

945 WOLCOTT STREET

WATERBURY, CT

06705

9805

FAIRLAWN, OH

SHOPS OF FAIRLAWN

3737 WEST MARKET STREET, UNIT L

FAIRLAWN, OH

44333

9806

SHENANDOAH, TX

PORTOFINO SHOPPING CENTER

19075 INTERSTATE 45 SOUTH, STE 400

SHENANDOAH, TX

77385

9807

PASADENA, TX

FAIRWAY CENTRE

5579 FAIRMONT PARKWAY

PASADENA, TX

77505

9808

CHICAGO, IL

RIVERPOINT CENTER

1730 WEST FULLERTON AVENUE, UNIT 22

CHICAGO, IL

60614

9809

LARGO, MD

BOULEVARD AT THE CAPITAL

900 CAPITAL CENTER BLVD, UNIT G

LARGO, MD

20774

9810

ST. CHARLES, IL

RANDALL BRICHER CENTER

962 SOUTH RANDALL ROAD, UNITE B

ST. CHARLES, IL

60174

9811

STUART, FL

2790 NW FEDERAL HIGHWAY

STUART, FL

34994

9812

CHICAGO, IL

CHATHAM VILLAGE SQUARE

8658 SOUTH COTTAGE GROVE AVENUE

CHICAGO, IL

60619

9813

PHILADELPHIA, PA

QUARTERMASTER PLAZA

2306 WEST OREGON AVENUE, SPACE F-3

PHILADELPHIA, PA

19145

9814

ROSEVILLE, CA

CREEKSIDE TOWN CENTER

1208 GALLERIA BOULEVARD, STE 150

ROSEVILLE, CA

95678

9815

BOCA RATON, FL

SOMERSET SHOPPES

8903 GLADES ROAD, BAY #L-5/6

BOCA RATON, FL

33434

9816

EAST RUTHERFORD, NJ

89 ROUTE 17 SOUTH

EAST RUTHERFORD, NJ

07073

9817

TAMPA, FL

8015 CITRUS PARK DRIVE

TAMPA, FL

33625

9818

SKOKIE, IL

SKOKIE FASHION SQUARE

9410-A SKOKIE BOULEVARD

SKOKIE, IL

60077

9819

MOBILE, AL

LLANFAIR SHOPPING CENTER

3750 AIRPORT BOULEVARD

MOBILE, AL

36608

9820

KANSAS CITY, MO

BARRY TOWNE

8401A NORTH MERCIER STREET

KANSAS CITY, MO

64155

9821

LYNNWOOD, WA

ALDERWOOD PARKWAY RETAIL BLDG

19220 ALDERWOOD MALL PARKWAY, STE 130

LYNNWOOD, WA

98036

9822

CHESTERFIELD, MO

CHESTERFIELD COMMONS VILLAGE

17227 CHESTERFIELD AIRPORT ROAD, #203

CHESTERFIELD, MO

63005

9823

ALBUQUERQUE, NM

PLAZA AT COTTONWOOD

10260 COORS BYPASS NW, SUITE B

ALBUQUERQUE, NM

87114

9826

HAZLET, NJ

2872 HIGHWAY 35 SOUTH

HAZLET, NJ

07730

9828

TEMECULA, CA

PROMENADE MALL

40620 WINCHESTER ROAD, SUITE A

TEMECULA, CA

92591-5504

9829

GREENSBURG, PA

WESTMORELAND MALL

5240 ROUTE 30

GREENSBURG, PA

15601

9831

MANCHESTER, NH

TJ MAXX PLAZA

18 MARCH AVENUE

MANCHESTER, NH

03103

9832

WACO, TX

CENTER TEXAS MARKETPLACE

2448 WEST LOOP 340, SUITE 27

WACO, TX

76711

9833

EUGENE, OR

VALLEY RIVER CENTER

1125-A VALLEY RIVER DRIVE

EUGENE, OR

97401

9834

PALMDALE, CA

AMARGOSA COMMONS

39445 10TH STREET WEST, SUITE E

PALMDALE, CA

93551

9835

HYANNIS, MA

CAPETOWN PLAZA

790 IYANOUGH RD., SUITE 22A

HYANNIS, MA

02601

9837

SAN FRANCISCO, CA

570 MARKET STREET

SAN FRANCISCO, CA

94104-5401

9838

BOSTON, MA

419 WASHINGTON STREET

BOSTON, MA

02108

9840

METAIRIE, LA

3750 VETERANS MEMORIAL BLVD

METAIRIE, LA

70002-

9841

FORT LAUDERDALE, FL

WALGREENS PLAZA

2365 NE 26TH STREET

FORT LAUDERDALE, FL

33305

9842

DOWNEY, CA

DOWNEY LANDING

12136 LAKEWOOD BOULEVARD

DOWNEY, CA

90242

9843

TUKWILA, WA

17401 SOUTHCENTER PARKWAY, SUITE 141

TUKWILA, WA

98188

9844

ORLANDO, FL

TOWERS OF WATERFORD LAKES

464 N. ALAFAYA TRAIL, SUITE 108

ORLANDO, FL

32828

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Exhibit 4.7(b)

Consigned Inventory

Casual Male Retail Group, Inc. (“CMRG”) has a licensed department agreement with Giantto, which provides for the consignment of certain inventory in the Rochester Big & Tall stores.

EXHIBIT 4.7(c)(ii)

EQUIPMENT USAGE AGREEMENT

Date

Bank of America, N.A.,

Administrative and Collateral Agent

40 Broad Street

Boston, Massachusetts 02109


				Attention:		Ms. Kathy Dimock
						Managing Director

Dear Madam:

The undersigned (the “Lessor”) has proposed to lease certain equipment (the “Leased Equipment”) to those persons on Schedule 1 hereto, corporations with their principal executive offices at 555 Turnpike Street, Canton, Massachusetts 02021 (collectively, the “Borrower”) and has been advised that you are acting as (among other roles) the Administrative Agent and the Collateral Agent (in such capacities, the “Agent”) for the ratable benefit of a syndicate of revolving credit lenders and for a syndicate of last out revolving credit lenders in connection with certain revolving credit facilities in favor of the Borrower.

As an inducement for the Lenders to establish that credit facility and the Lessor to lease the Leased Equipment, the Lessor and the Agent agree as follows:

1.	The security interest of the Agent in and to the Leased Equipment is hereby subordinated to the security interest therein of the Lessor.

The Lessor will not terminate any lease with the Borrower on account of any default by the Borrower, except upon not less than 30 days’ prior written notice to the Agent (with reasonable detail), during which period, the Lessor shall accept any reasonable cure of such default proffered by the Agent or by the Borrower.

In the event that the Agent exercises the Agent’s rights upon default as a secured creditor of the Borrower by taking possession of collateral granted by the Borrower to the Agent, the Lessor will permit the Agent to use, for such purpose, such of the Leased Equipment as may be designated by the Agent, for a period of up to 16 weeks following such exercise, provided that the Agent pays the Lessor rent for such use (based on the rent called for in the lease pursuant to which the Lessor had leased such equipment to the Borrower).

4.	Nothing included herein, nor any act undertaken by the Agent pursuant hereto, shall constitute an assumption by the Agent of any obligation of the Borrower to the Lessor.


		Very truly yours,



By:

Name:

Title:


Agreed:
BANK OF AMERICA, N.A.,
Administrative and Collateral Agent

By:

Name:

Title:

Schedule 1

Exhibit 4.9

Insurance Policies

See attached for insurance policies of Casual Male Retail Group, Inc. (“CMRG”).

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
Workers Compensation	ACE American Ins. Co.	7/01/06 – 7/1/07	Statutory Requirements	Workers Compensation
(All Other States)	***		$1,000,000	Employers Liability - Bodily Injury by Accident – Each Accident
(WI – Only)	***		$1,000,000	Employers Liability - Bodily Injury By Disease – Policy Aggregate
	*** Pay-In		$1,000,000	Employers Liability - Bodily Injury By Disease – Each Employee
			$250,000	DEDUCTIBLE – Each Accident or Disease

Business Travel Accident	Zurich Insurance Company	Feb 1 2004 – Feb 1 2007	$4,000,000 per accident	Benefit amounts varies depending on class of employee, from $25,000 to $400,000
	***

General Liability	ACE American Ins. Co.	7/01/06 – 7/1/07	$5,000,000	General Aggregate
DOMESTIC	***		$2,000,000	Products & Completed Operations Aggregate
	*** Pay-In		$1,000,000	Personal & Advertising Injury
			$900,000	Each Occurrence
			$900,000	Fire Damage
			Within SIR Limit	Medical Expense
			$100,000	Self Insured Retention
			$900,000	Employee Benefits Liability: Aggregate
			$900,000	Employee Benefits Liability: Per Claim

General Liability	ACE American Ins. Co.	7/01/06 – 7/1/07	$5,000,000	General Aggregate
CANADIAN	***		$2,000,000	Products & Completed Operations Aggregate
Note: All Premiums	$*** Pay-In		$1,000,000	Personal & Advertising Injury
And Limits are			$900,000	Each Occurrence
Shown in US Dollars			$900,000	Fire Damage
			Within SIR Limit	Medical Expense

Automobile Liability	ACE American Ins. Co.	7/01/06 – 7/1/07	$1,000,000	Automobile Liability – Any One accident

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
(All States)	***		$5,000	Auto Medical Protection – Per Person
	*** Pay-In		Statutory Minimum Limits	Personal Injury Protection
			$1,000,000	Uninsured Motorist/Underinsured Motorist
			$100,000	DEDUCTIBLE - Per Accident

Primary Umbrella	CNA Insurance Company	7/01/06– 7/1/07	$25,000,000	General Aggregate
	***		$25,000,000	Each Occurrence
	***		$25,000,000	Products & Completed Operations Aggregate

Excess Liability	Ohio Casualty Insurance	7/01/06 – 7/1/07	$25,000,000	Aggregate
	***		$25,000,000	Each Occurrence
	***

Global Transit	American Home Assurance Company	6/30/06-6/30/07	$3,000,000 $3,000,000	Per any one conveyance War Risk
	* $* Minimum & Deposit Adjusted at the following rates: $.00864 Marine $.00096 War TRIA Premium of $2,100 Flat			Deductible: $5,000 Deductible per claim, except Losses caused by theft/Pilferage/Hijacking and Shortage are subject to a deductible of 10 percent of the insured value of the shipment, which is further subject to a $10,000 minimum and no maximum deductible. Premium based on $450M in Sales.

Special Contingency Coverage	Liberty Insurance Underwriters	06/29/05 – 06/29/08	$10,000,000	Special Contingency Coverage
	***
	$ ***

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
All Risk Property	Affiliated FM	6/30/06 –6/30/07	$100,000,000	Policy Limit
All Risk Property	***		*******	Values
			90 days	ORDINARY Payroll
			$100,000,000 except as follows	Earth Movement
	*Affiliated FM Policy cont.		$10,000,000 with $500,000 limit at any one location except as follows	Misc. named Retail Locations
			$2,500,000	CA locations
			$100,000,000	Flood (except)
			$10,000,000	Misc. named Retails Locations
			$500,000 at any one location in zones C and unshaded X	* zone restrictions
			$250,000 at any one locaton in zones B, Shaded X and D
			ZONE A & V EXCLUDED
			$2,000,000	Seepage or influx of water
			$250,000	Seepage coverage at Miscellaneous Named Locations
			$100,000,000 combined PD/BI	Boiler & Machinery (PD)
				Boiler & Machinery (BI)
			$250,000	Ammonia Contamination
			$250,000	Hazardous Substances
			$250,000	Spoilage
			$1,000,000	Off Premises Power
			$2,000,000	Extra Expense (unnamed loc. Only)
			$10,000	Precious Metals

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
			$500,000	Ingress/Egress
			$500,000	Brands & Labels
			$1,000,000	Contingent BI at unnamed locations
All Risk Property			Policy Limit	Certified Acts of Terrorism
				Extensions of Coverage Sublimits:
			$100,000	Fire Fighting Materials and Expenses
			$250,000	Professional Fees
			$100,000	Expediting Expenses
			$100,000	Tree, Shrubs, Plants and Lawns limit $1,000 per item
			$250,000	Pavements and Roadways
			$50,000	Land and Water Clean Up Expense
			$50,000	Installation Floater
				Newly Acquired property
			$3,000,000	Unnamed Locations Coverage
			$250,000	Fine Arts
			$1,000,000	Accounts Receivable
			$1,000,000	Valuable Papers & Records
			$1,000,000	Electronic Data Processing
			$25,000,000 / $5,000,000	Demolition & Increased Cost of Construction
			$2,000,000	Errors & Omissions
			$100,000	Transit Coverage
			Valuation	*Selling Price Clause added to Policy
			$1,000,000	Fungus, Mold or Mildew
			$100,000	Fire Fighting Materials and Expenses
			$250,000	Professional Fees
			$100,000	Expediting Expenses
			$100,000	Tree, Shrubs, Plants and Lawns limit $1,000 per item
		Deductibles	$25,000	All Other Perils except as follows:
			$100,000 per location except as follows	Earth Movement

Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
			See below	Earth Movement CA
			5%, $100,000 min per location	Earth Movement CA and specified locations in New Madrid Zone
			5%, $250,000 min per location	Named Wind Storm for locations in tier 1 and 2
MANAGEMENT LIABILITY:
Directors & Officers
Primary:	AIG ***	7/01/05 to 7/01/06	$5,000,000 SEC Retention: $250,000	Policy is Written on a Claims Made and Reported Policy Form
1^st Excess:	St. Paul Mercury Ins. Co. ***	7/01/05 to 7/01/06	$5,000,000 Xs $5,000,000 Per Primary
2^nd Excess:	HCC ***	7/01/05 to 7/01/06	$5,000,000 Xs $10,000,000 Per Primary
3^rd Excess	HCC ***	7/01/05 to 7/01/06	$5,000,000 Xs $15,000,000 Per Primary
Side A D&O	Federal Insurance Co. ***	7/01/05 to 7/01/06	$5,000,000
TOTAL			$25,000,000
Employment Practices Liability	AISLIC ***	7/01/05 to 7/01/06	$5,000,000 Retention: $250,000	Policy is Written on a Claims Made and Reported Policy Form
Crime	Chubb Group Insurance Cos. ***	7/01/05 to 7/01/06	$2,000,000 Deductible: $150,000	Policy is Written on a Per Occurrence Form

Fiduciary Liability	AIG ***	7/01/05 to 7/01/06	$5,000,000 Retention: $0	Policy is Written on a Claims Made & Reported Policy Form
Cyber Risk	Beazley Information Security & Privacy ***	10/14/06-10/14/07	$2,000,000 Deductible: $100,000	Policy is Written on a Claims Made & Reported Policy Form
Surety / Bonds	Fidelity & Deposit Company of Maryland ***	04/26/06-04/26/07	$76,500 Bond Amount	Sales and Use Tax, State of Nevada

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
	Liberty Insurance ***	06/29/05-06/29/08	$10,000,000 Bond Amount	Special Contingency
	Hanover ***	02/21/06-02/21/07	$5,000 Bond Amount	Private Detective, Commonwealth of Massachusetts

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.

Exhibit 4.11

Capital Leases

YALE FINANCIAL SERVICES

Sweeper/Scrubber


Rental Schedule	Lease Commencement Date	Term of Lease*	Monthly Payment	Lease Expiration Date	Total Lease
Sweeper/Scrubber
4155681-001	06/15/04	60 months	*******	06/15/10	*******

*	End of term $1.00 buyout purchase option.

IKON OFFICE SOLUTIONS

Schedule No. 006 includes:

11 Canon Copiers/Scanners/Fax

2 Canon Color Copiers/Scanners/Fax

1 Controller

3 Scan Stations


Rental Schedule	Lease Commencement Date	Term of Lease*	Monthly Payment**	Lease Expiration Date***	Total Lease
006	03/01/06	48 months	*******	02/28/10	*******

*	Must give 30 days notice of termination for lease to end.

**	Maximum copies included in monthly payment. Additional charges may apply if maximum copies exceeded.

***	Return equipment at end of Lease Term.

CISCO SYSTEMS CAPITAL

Routers and Ethernet Upgrade (Schedule Nos. 001 and 002 are co-terminus).


Rental Schedule	Lease Commencement Date	Term of Lease*	Monthly Payment	Lease Expiration Date	Total Lease
001	12/28/05	36 months	*******	12/28/08	*******	**
002	04/01/06	33 months	*******	12/28/08	*******	***

*	End of term buyout purchase option.

**	Includes ******* in financed up-front tax.

***	Includes ******* for maintenance.

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

EMC

Three (3) Storage Devices

- Clarion CX500 and Celerra NS502G-FD (Co-terminus—Rental Schedule Nos. 03 and 05)

- Symmetrix DMX2000 for AS400 environment


Rental Schedule	Lease Commencement Date	Term of Lease*	Monthly Payment**	Lease Expiration Date	Total Lease
03	02/01/05	36 months	*******	02/01/08	*******
04	11/01/05	48 months	*******	10/31/09	*******
05 (upgrade)	11/01/05	29 months	*******	02/01/08	*******

*	End of term $1.00 purchase option for equipment leased under Schedule Nos. 3 and 5. End of term FMV purchase option (not to exceed *******) for equipment leased under Schedule No 4.

**	Payments assigned to De Lage Financial Services, Inc.

SIEMENS FINANCIAL SERVICES

Controller Upgrade


Rental Schedule	Lease Commencement Date*	Term of Lease**	Monthly Payment***	Lease Expiration Date	Financed Amount
540-0050141-001	01/06/06	12 months	2 months @ * and 10 months @ *****	01/06/07	*******

*	Lease agreement dated 2/17/05 to commence upon delivery and acceptance of equipment proposed for June 2005.

**	End of term $1.00 purchase option.

***	Eleven (11) payments due. One (1) month advanced payment at Lease signing.

****	Cost adjustment due to freight charges.

XEROX CORPORATION

Schedule No. 001 includes:

1 XeroxDOCUCOLOR 5252C Color Copier and Maintenance

1 EXP5000 EFT Controller


Rental Schedule	Lease Commencement Date	Term of Lease	Monthly Payment*	Lease Expiration Date**	Total Lease
001	09/09/05	48 months	*******	09/09/09	*******

*	Maximum copies included in monthly payment. Additional charges may apply if maximum copies exceeded. Maintenance fee may be increased annually.

**	Return equipment at end of Lease Term.

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Exhibit 4.13(a)

Labor Relations

None.

Exhibit 4.19

Litigation

Status

Name

State

Date Filed

Folder
on File

Case #

Plaintiff
Attorney

Charge

Comments

Anticipated
Exposure

Open

CMRG v.Yarbrough/RKC Mail/Mile Post Four/Westport/Mehling and Allen

Yes

05-12049 NMG

Greenberg Traurig

Breach of contract, misappropriation of confidentional busines information

***

Open

Tucker, Robin

12/29/2003

Yes

E-200304-G-0562-00-a

DFEH - Age Discrimination

***

Open

Tucker, Robin (Class Action)

10/3/2004

Yes

103CV006867

Wage & Hour/ Overtime

***

Open

Fleischman, Teresa

9/23/2003 1st Notification 3/7/05

Yes

12-55388 TB

Wage & Hour/ Overtime

***

Open

Larson, Ashley

3/2/2006

Yes

GIC862082

Timothy Williams

Discrimination - Employment Application

***

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Exhibit 4.28(b)

Contingent Obligations

In addition to minimum rental payments, many of the store leases to which Casual Male Retail Group, Inc. and/or its subsidiaries (singularly, “Casual Male” or collectively, the “Casual Male entities”) is a party, include provisions for common area maintenance, mall charges, escalation clauses and additional rents based on percentage of store sales above designated levels.

On May 14, 2002, Casual Male completed the acquisition of substantially all of the assets of Casual Male Corp. and certain of its subsidiaries, for a purchase price of approximately $170 million. In connection with the acquisition, Casual Male assumed certain contingent liabilities, including, but not limited to, existing retail store lease arrangements and the existing mortgage for Casual Male Corp.’s corporate office located in Canton, Massachusetts, which Casual Male currently occupies its corporate headquarters.

On January 30, 2006, Casual Male entered into a sale-leaseback transaction with Spirit Finance Corporation, a third party real estate investment trust (“Spirit”). In connection with the transaction, Casual Male sold its headquarters and distribution center property to Spirit for $56.0 million. At the closing on February 1, 2006 Casual Male entered into a twenty-year lease agreement with a wholly-owned subsidiary of Spirit whereby Casual Male agreed to lease the property back for an annual rent of $4.6 million.

Casual Male is subject to various legal proceedings and claims that arise in the ordinary course of business. Management believes that the resolution of these matters will not have an adverse impact on the results of operations or the financial position of Casual Male.

Exhibit 5.4

FAX TO: GHEISA CRUZ (617) 434-4310

LOGO

CALCULATION AT RETAIL


			Certificate # Date:	2082 12/21/2006
Total Revolver Inventory Borrowing Base				***	(a)
		Advance Rate
Credit Card Receivables	***	90%		***	(b)


Less Availability Reserves
Less Landlord Reserve: 2 months: PA, VA and Wash.				***

Less Gift Certificate Merchandise Credits	***	50%		***

Customer Deposits (TCM& Rochester)	***	100%		***

Reserves				***	(c)


Total Revolver Borrowing Base (uncapped) (a+b+c)				***
Total Revolver Borrowing Base (capped at $100MM)				***	(d)


Total Incremental Borrowing Base (uncapped)				***
Total Incremental Borrowing Base (capped at $10MM)				***	(e)

Total Facility Borrowing Base before block (capped) (d+e)				***	(f)

10% Availability Block				***	(g)


Total Capped Borrowing Base (f-g)			*******

AVAILABILITY CALCULATION
Incremental Facility
New Outstandings per Current Borrowing Base				***
Previous Outstandings				***
Required Facility Adjustment				***

Beginning Principal Balance				***

ADD: Prior days Borrowing from BOA				***

ADD: Fees charged today				***

Less: Prior day’s pay down				***

Ending principal balance				***

ADD: Estimated accrued interest month-to-date				***

ADD: Outstanding Letters of Credit				***

Total loan balance prior to request (not to exceed)		***		***


Revolver availability (prior to today’s request)				***

Incremental availability (prior to today’s request)				***

Total availability (prior to today’s request)				***

Advance ACCT# ***				***

*Today’s Paydown ( from account )**				***

*Today’s Principle Balance*				***

The undersigned represents and warrants that (a) the information set forth above has been prepared in

accordance with the requirements of the Loan and Security Agreement (the “Loan Agreement”) between the

Borrower and FRF Inc.; (b) no “Suspension Event” (as defined in the Loan Agreement) is presently

in existence; and ( C) all or a portion of the advance requested hereby will be set aside by the Borrower to

cover 100% of the Borrower’s obligation for sales tax on account of sales since the most recent borrowing

under the Loan Agreement. Casual Male Retail Group, Inc.


Authorized Signer:
		Dennis Hernreich, Executive Vice President, COO, CFO & Treasurer
		Sheri A. Knight, Senior Vice President, Corporate Controller

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

CASUAL MALE ( The “Borrower”)

REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION AT RETAIL


FAX TO: GHEISA CRUZ (617) 434-4310			Certificate # W/E Date:	2082 12/16/2006
			COST
Beg. Inventory as of :	10/28/2006		***
(Sourced from JDA Stock Ledger)
ADD	Receiving/ Purchases		***

	Purchase Accrual (ASN)		***

	Reverse ASN Accrual		***

	Freight		***


LESS	Net Sales @ Retail (memo only)	***

	Cost of Goods Sold @ Cost		***

	Total Adds/ (Reductions)		***

Ending Inventory as of:	12/16/2006		***
	LC Inventory	***
ADD:	At 75%		***
LESS:	Shrinkage at Cost		***
	(2.0% of sales since last physical Inv) X Cost Compliment
	Canadian Inventory		***

Eligible Inventory, as of :	12/16/2006		***

Set Appraisal Value (99.3% Dec. 16 - EOM Sept / 101.2% Oct - Dec 15th)			***
Advance Rate			***	***
Total Revolver Borrowing Base			***

Incremental Advance Rate			***	***
Total Incremental Borrowing Base			***

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

ROCHESTER ( The “Borrower”)

REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION AT RETAIL


FAX TO: GHEISA CRUZ (617) 434-4310			Certificate # W/E Date:	2082 11/25/2006
			COST
Beg. Inventory as of :	10/28/2006		***
(Sourced from JDA Stock Ledger)
ADD	Receiving/ Purchases		***

	Purchase Accrual (ASN)		***

	Reverse ASN Accrual		***

	Freight		***


LESS	Net Sales @ Retail (memo only)	***

	Cost of Goods Sold @ Cost		***

	Total Adds/ (Reductions)		***


Ending Inventory as of:	11/25/2006		***

LESS:	Shrinkage ( 2.0% of sales)		***
	(2.0% of sales since last physical Inv) X Cost Compliment

Eligible Inventory, as of :	11/25/2006		***

Set Appraisal Value (78.9% Dec. 16 - EOM Sept / 83.0% Oct - Dec 15th)			***
Revolver Advance Rate			***	*	**
Total Revolver Borrowing Base			***

Incremental Advance Rate			***	*	**
Total Incremental Borrowing Base			***

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Exhibit 7.1

Direct Deposit Accounts

Attached is a list of Direct Deposit Accounts as they pertain to the businesses of Casual Male Retail Group, Inc.

Exhibit 7.1

Direct Deposit Accounts

Casual Male Retail Group, Inc. - Corporate Bank Directory

BANK OF AMERICA

Tax ID - 042623104

Name on account

Account Number

ABA Number

State Acct.

Purpose

ZBA Source/Destination

Authorized signers

will reside

CMRG Concentration Account

***

wires- ***

ACH- ***

Mass

Funds for: All wire payments, Negotiated Letters of Credits and fees, payroll taxes, garnishments, 401K, insurance wires/ach, bank analysis fees, sales tax, Funding to: P/R account ZBA funding to: Controlled Disbursement checking, Delta Dental, Con Gen & MBI ins. accounts.

Borrowing from BOA Retail - Loan Account

David Levin, Dennis Hernreich, Sheri Knight

CMRG Payroll Acct

***

wires- ***

Mass

employee payroll & Dir. Dep.

CMRG Operating *** (By Wire)

David Levin, Dennis Hernreich, Sheri Knight

ACH- ***

Controlled Disbursement Accounts:

Casual Male Retail Group, Inc (A/P)

***

Maine

Expense and Merch Payable-Casual Male &Roch.Exp.

CMRG Operating ***

David Levin, Dennis Hernreich, Sheri Knight

Casual Male Catalog Refund

***

Maine

CMRG Catalog Refund Checks

CMRG Operating ***

David Levin, Dennis Hernreich, Sheri Knight

CMRG, Inc Roch Big & Tall/Catalog

***

Maine

Rochester Catalog Refund checks

CMRG Operating ***

David Levin, Dennis Hernreich, Sheri Knight

CMRG, Inc B and T Direct

***

Maine

B T Direct Catalog Refund Checks

CMRG Operating ***

David Levin, Dennis Hernreich, Sheri Knight

Deposit/Concentration Accounts:

TCM Stores ACH

***

Mass

ACH-All NON Bof A stores

CMRG Revolver

David Levin, Dennis Hernreich, Sheri Knight

Casual Male Catalog Deposit

***

Mass

Depository

CMRG Revolver

David Levin, Dennis Hernreich, Sheri Knight

JaredM

***

Mass

Depository

CMRG Revolver

David Levin, Dennis Hernreich, Sheri Knight

Revolver Concentration

Designs Inc For BOA Retail

***

Mass

Credit Card Payments, Concentrated Acct. Sweeps

CMRG Operating ***

Investments

Bank of America Securities

***

Mass

Overnight Investment

Purchase online from acct. ***

Dennis Hernreich, Sheri Knight

OTHER BANKS:

Royal Bank of Canada

Casual Male Canada Inc.

***

Toronto, ON

CANADA Only - Funds for: wire payments, payroll, payroll taxes,

Merchandise and Expnese payable.

Stand Alone Account

David Levin, Dennis Hernreich, Sheri Knight

updated 11/30/06

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Casual Male Retail Group

Tax ID- 042623104

Name on account

Account Number ***

State Acct.

Purpose

ZBA Source/Destination

Authorized signers

TAX ID

will reside

Designs, Inc.

Mass

Funds for: All wire payments, Negotiated Letters of

Borrowing from Fleet Retail Finance Loan Account

Credits and fees, payroll taxes, garnishments, 401K, insurance wires/ach, bank analysis fees, sales tax,

Funding to: CA P/R account

ZBA funding to: P/R, controlled Disbursement checking, C’N’A insurance account.

Designs, Inc.

Mass

All employee payroll & Dir. Dep.

Designs Operating ***

David Levin, Dennis Hernreich, Brian Sheehan

Corporate Payroll account

Designs Ca Payroll acct

Bank Of America

CA Payroll checks

Designs Operating *** (By Wire)

David Levin, Dennis Hernreich. Brain Sheehan

Bank of America

Designs Canton Property

Mass

Holding accounts for Mortgage Payments

Designs Operating *** (By Wire)

David Levin, Dennis Hernreich, Brian Sheehan

Accounts Payable Controlled Disb. Accts:

Designs Inc.

Maine

Expense and Merch Payable-Designs

Designs Operating ***

David Levin, Dennis Hernreich, Brian Sheehan

Casual Male Refund

Maine

Catalog Customer Refunds

Designs Operating ***

David Levin, Dennis Hernreich, Brian Sheehan

Deposit/Concentration Accounts:

TCM Stores ACH

Mass

ACH-All stores

Designs, Inc Revolver

Casual Male Catalog Deposit

Mass

Depository

Designs, Inc Revolver

Designs Stores ACH

Mass

ACH-All stores

Designs, Inc Revolver

Designs

Mass

Stores that use Fleet Bank - Deposits

Designs, Inc Revolver

Designs Inc For Fleet Retail Finance

Mass

Credit Card payments paid directly to Revolver Account

Revolver account used to pay down loan

ECKO UNLTD

Mass

Operating account-All disbursments and deposits

ECKO UNLTD (AP)

Maine

Controlled Disbursment Checking

Ecko Operating ***

David Levin, Dennis Hernreich, Brian Sheehan

ECKO UNLTD (PAYROLL)

Mass

Payroll Account

Ecko Operating ***

David Levin, Dennis Hernreich, Brian Sheehan

ECKO UNLTD CA PAYROLL

BANK OF AMERICA

Payroll Account

Designs Operating *** (By Wire)

David Levin, Dennis Hernreich, Brian Sheehan

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Casual Male Retail Group

Corporate Bank Directory

Bank Name

Street

City

State

Zip Code

Name on account

Account Number ***

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

Casual Male Retail Group, Inc

Main Account

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

Casual Male Retail Group, Inc

Corporate Payroll account

Bank of America

FL5-441-10-11

West Palm

Beach

33401

Casual Male Retail Group, Inc.

625 North Flagler Drive, 10th FL

California Payroll Account

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

Designs Canton Property

Mortgage Account

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

J. Baker Retirement Account

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

Designs

Accounts Payable

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

Casual Male

Accounts Payable

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

Casual Male

Catalog Refund

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

TCM Stores ACH

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

Casual Male Catalog Deposit

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

Designs Stores ACH

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

Designs

Store Depository account

Fleet National Bank

40 Broad Street, 10th Floor

Boston

Mass.

02109

Designs Inc For Fleet Retail Finance

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Exhibit 7.1

Direct Deposit Accounts

STORE NO.

Bank_Name

BANK_ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT
# ***

ACH ROUTING
# ***

DEP. ROUTING
# ***

STORE_ADDRESS

CITY

ZIP

9052

US BANK

440 Regency Parkway Drive

OMAHA

68114

605 NORTH 98 ST

OMAHA

68114

9053

BANK OF AMERICA

9550 METCALF

OVERLAND PARK

66212

(816) 979-8945

8721METCALF AVENUE

OVERLAND PARK

66212

9054

CHASE (JPMORGAN)

325 NORTH MILWAKEE AVENUE

VERNON HILLS

60061

(847) 821-8716

445 EAST TOWNLINE ROAD

VERNON HILS

60061

9055

CHASE (JPMORGAN)

2031 WEST HENDERSON ROAD

COLUMBUS

43220

(614) 248-2323

1113 KENNEY CENTRE

COLUMBUS

43220

9056

BANK OF AMERICA

5270 POPLAR AVENUE

MEMPHIS

38119

(901) 684-6000

847 SOUTH WHITE STATION RD

MEMPHIS

38117

9057

CHASE (JPMORGAN)

7990 WASHINGTON VILLAGE DRIVE

DAYTON

45459

(937) 443-6290

#8 PRESTIGE PLAZA DR SUITE 106

MAIMISBURG

45342

9058

BANK OF AMERICA

8100 FORSYTH BLVD

ST LOUIS

63105

(314) 466-0482

1026 SOUTH BRENTWOOD BLVD

RICHMOND HEIGHTS

63117

9059

CHASE (JPMORGAN)

18100 WEST ELEVEN MILE ROAD

LATHRUP VILLAGE

48076

(248) 424-8720

25000 SOUTHFIELD ROAD

SOUTHFIELD

48075

9060

CHASE (JPMORGAN)

1234 MONROE

DEARBORN

48124

(313) 565-8800

234000 MICHIGAN AVENUE

DEARBORN

48124

9063

CHASE (JPMORGAN)

43100 GRAND RIVER AVENUE

NOVI

48375

(248) 349-2424

43115 CRESCENT BLVD

NOVI

48375

9064

CHASE (JPMORGAN)

13999 LAKESIDE CIRCLE

STERLING HEIGHTS

48313

(586) 247-4900

13451 HALL ROAD

UTICA

48315

9066

BANK OF AMERICA

508 Pompton Ave

Cedar Grove

07009

(800) 841-4000

540 Us Highway 46

Totowa

07512

9067

BANK OF AMERICA

46 Parsonage Rd

Menlo Park

08837

(800) 841-4000

236 Lafayette Rd

Edison

08837

9068

BANK OF AMERICA

14002 NORTH DALE MABRY HIGHWAY

TAMPA

33618

(813) 264-2006

14354 NORTH DALE MABRY HWY

TAMPA

33618

9069

BANK OF AMERICA

2293 SANDLAKE ROAD

ORLANDO

32809

(407) 855-3181

7939 SO. ORANGE BLOSOM TRAIL

ORLANDO

32809

9070

BANK OF AMERICA

11800 ROCKVILLE PIKE

ROCKVILLE

20852

(301) 881-8390

11503-A ROCKVILLE PIKE

ROCKVILLE

20852

9071

CHASE (JPMORGAN)

431 WEST SOUTHERN AVENUE

MESA

85210

(480) 890-5343

1110 WEST SOUTHERN AVENUE

MESA

85210

9072

CHASE (JPMORGAN)

3235 NORTH MESQUITE

MESQUITE

75150

(972) 270-5481

1725 NORTH TOWN EAST BLVD

MESQUITE

75150

9073

CHASE (JPMORGAN)

2000 WEST 15TH STREET

PLANO

75075

(972) 423-6527

1025 NO CENTRAL EXPRESSWAY

PLANO

75075

9074

CHASE (JPMORGAN)

1337 GESSNER

HOUSTON

77055

(713) 751-6100

1005 GESSNER STREET

HOUSTON

77055

9075

CHASE (JPMORGAN)

8515 FONDREN

HOUSTON

77074

(713) 751-6100

7115 SOUTHWEST FREEWAY

HOUSTON

77074

9076

CHASE (JPMORGAN)

3751 MATLOCK ROAD

ARLINGTON

76015

(817) 468-8649

4110 SOUTH COOPER STREET

ARLINGTON

76015

9080

BANK OF AMERICA

220 SOUTH ESCONDIDO BLVD

ESCONDIDO

92025-4183

(760) 489-2001

1004 WEST VALLEY PARKWAY # 23

ESCONDIDO

92025

9081

BANK OF AMERICA

203 NORTH GLENDALE AVENUE

GLENDALE

91206

(818) 500-5096

340 NORTH GLENDALE AVE

GLENDALE

91206

9082

BANK OF AMERICA

19240 NORDHOFF STREET

NORTHRIDGE

91324

(818) 885-4060

19422 NORDOFF STREET (Nordhoff Plaza)

NORTHRIDGE

91324

9083

CHASE (JPMORGAN)

105 SOUTH ST. MARY’S

SAN ANTONIO

78205

(210) 271-8200

11075 IH-10 WEST SUITE 302

SAN ANTONIO

78230

9084

BANK OF AMERICA

1108 THE MALL IN COLUMBIA

COLUMBIA

33401

(410) 730-8971

10300 LITTLE PATUXENT PKWY

COLUMBIA

21044

9102

BANK OF AMERICA

170 Main St

East Haven

06512

(800) 841-4000

96 Frontage Rd

East Haven

06512

9103

BANK OF AMERICA

2150 Black Rock Turnpike (Rt 58)

Fairfield

06825

(800) 841-4000

2367 Black Rock Tpke

Fairfield

06825

9105

BANK OF AMERICA

900 BALD HILL ROAD

WARWICK

02886

(401) 821-7588

800 BALD HILL RD

W WARWICK

02893

9106

BANK OF AMERICA

2747 DUKE STREET

ALEXANDRIA

22314

6222 LITTLE RIVER TPKE

ALEXANDRIA

22312

9108

CHASE (JPMORGAN)

18100 WEST ELEVEN MILE ROAD

LATHRUP VILLAGE

48076

(248) 424-8720

26740 SOUTHFIELD RD

LATHRUP VILLAGE

48076

9112

BANK OF AMERICA

71 Faunce Corner Rd

North Dartmouth

02747

(800) 841-4000

[294-299] Faunce Corner Rd

North Dartmouth

02747

9114

CHASE (JPMORGAN)

7400 SOUTH PENNSYLVANIA

OKLAHOMA CITY

73159

(405) 231-6000

2209 SW 74 ST SUITE 318

OKLAHOMA CITY

73159

9117

BANK OF AMERICA

310 Daniel Webster Highway

Nashua

03060

(800) 841-4000

440 Middlesex Rd

Tyngsboro

01879

9119

CHASE (JPMORGAN)

4730 WEST 79th STREET

CHICAGO

60652

(773) 585-7700

8735 S CICERO AVE

HOMETOWN

60456

9120

CHASE (JPMORGAN)

880 Roosevelt Road

Glen Ellyn

60137

(630) 942-1579

17 West 480 22nd Street

LOMBARD

60148

9121

WACHOVIA BANK

2710 SOUTH 3RD ST

PHILADELPHIA

19148

(215) 334-2639

2715 S FRONT ST SPACE #6

PHILADELPHIA

19148

9123

BANK OF AMERICA

2030 COLISEUM DRIVE SUIT A

HAMPTON

23666

(757) 896-3300

1044 W MERCURY BLVD

HAMPTON

23666

9124

BANK OF AMERICA

600 Silas Deane Highway

Wethersfield

06109

(800) 841-4000

1138 Silas Deane Hwy

Wethersfield

06109

9127

CHASE (JPMORGAN)

1225 SOUTH PARK DRIVE

GREENWOOD

46143

(317) 321-4004

884 N US 31 GREENWOOD SHOPPES

GREENWOOD

46142

9131

BANK OF AMERICA

1188 NIAGARA FALLS BLVD

TONAWANDA

14150

(716) 833-3330

1228-1230 NIAGARA FALLS BLVD

TONAWANDA

14150

9133

BANK OF AMERICA

7207 EAST INDEPENDENCE BLVD

CHARLOTTE

28227

(704) 386-5865

5030 E INDEPENDENCE BLVD

CHARLOTTE

28212

9137

BANK OF AMERICA

330 BUSH RIVER ROAD

COLUMBIA

29210

(803) 765-4730

125 OUTLET POINT BLVD

COLUMBIA

29210

9139

BANK OF AMERICA

7420 RIVERS AVENUE

NORTH CHARLESTON

29406

7800 RIVERS AVE SUITE 1440

CHARLESTON

29406

9142

BANK OF AMERICA

1774 WASHINGTON STREET

HANOVER

02339

(800) 841-4000

1410 WASHINGTON ST HANOVER SC

HANOVER

02339

9144

BANK OF AMERICA

225 MEMORIAL AVENUE

WEST SPRINGFIELD

01089

(413) 746-3263

223-227 MEMORIAL AVE

W SPRINGFIELD

01089

9147

BANK OF AMERICA

245 WEST DAVIS STREET

BURLINGTON

27216

2397 CORPORATION PKWY

BURLINGTON

27215

9149

BANK OF AMERICA

133 Wolf Rd

Albany

12205

(800) 841-4000

110 Wolf Rd

Albany

12205

9152

BANK OF AMERICA

2501 NORTH OAK STREET

MYRTLE BEACH

29577

(843) 946-2100

Tanger Outlet Center on Highway 501, 4630 Factory Stores Blvd, Suite A-105

MYRTLE BEACH

29579

9155

CHASE (JPMORGAN)

100 NORTH BROADWAY

OKLAHOMA CITY

73102

(405) 231-6000

3617 NORTHWEST EXWY

OKLAHOMA CITY

73112

9157

BANK OF AMERICA

756 TWO MILE PARKWAY

GOODLETESVILLE

37072

1596 GALLATIN PIKE N

MADISON

37115

9159

BANK OF AMERICA

2850 PRINCE WILLIAM PARKWAY

WOODBRIDGE

22191

SMOKETOWN STATION, 13289 WORTH AVE.

WOODBRIDGE

22192

9160

BANK OF AMERICA

858 WASHINGTON ST

DEDHAM

02026

(800) 841-4000

735 PROVIDENCE HWY

DEDHAM

02026

9161

BANK OF AMERICA

One Post Office Square

Lynnfield

01940

(800) 841-4000

87 Broadway

Saugus

01906

9165

CHASE (JPMORGAN)

2904 NORTH BELTLINE ROAD

IRVING

75062

(972) 255-8556

2608 N BELTLINE RD

IRVING

75062

9166

BANK OF AMERICA

1263 MILITARY RD

NIAGARA FALLS

14304

(716) 283-8783

1852 MILITARY RD

NIAGARA FALLS

14304

9167

BANK OF AMERICA

1720 E. FOWLER AVENUE

TAMPA

33612

(813) 971-5088

2576 E FOWLER AVE

TAMPA

33612

9168

BANK OF AMERICA

738 Long Hill Rd (Rt 1)

Groton

06340

(800) 841-4000

984 Poquonnock Rd

Groton

06340

9171

CHASE (JPMORGAN)

2325 SOUTHLAKE MALL

MERRILLVILLE

46410

(219) 738-4254

2217A E 80TH AVE

MERRILLVILLE

46410

9172

BANK OF AMERICA

7220 SAND LAKE RD

ORLANDO

32819

(407) 351-4220

5728 INTERNATIONAL DR

ORLANDO

32819

9174

BANK OF AMERICA

3333 WEST HENRIETTA RD

ROCHESTER

14623

(585) 475-1687

3333 W HENRIETTA RD SUITE 22

ROCHESTER

14623

9175

BANK OF AMERICA

1349 BOSTON POST ROAD

MILFORD

06460

(203) 876-3383

1501 BOSTON POST RD

MILFORD

06460

9176

BANK OF AMERICA

2105 PINECROFT ROAD

GREENSBORO

27407

3806-A HIGH POINT RD

GREENSBORO

27407

9177

CHASE (JPMORGAN)

3501 LAFAYETTE RD

INDIANAPOLIS

46254

(317) 321-7156

4664 W. 38TH ST.

INDIANAPOLIS

46254

9178

BANK OF AMERICA

880 NORTH MILITARY HIGHWAY

NORFOLK

23502

(757) 466-5150

6109 E. VIGINIA BEACH BLVD.

NORFOLK

23502

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


8		CM Accts by Name		8/17/2010

Exhibit 7.1

Direct Deposit Accounts

STORE NO.

Bank_Name

BANK_ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT
# ***

ACH ROUTING
# ***

DEP. ROUTING
# ***

STORE_ADDRESS

CITY

ZIP

9180

BANK OF AMERICA

425 Forest Avenue

Paramus

07652

(800) 841-4000

443 N State Rt 17

Paramus

07652

9181

BANK OF AMERICA

702 NORTH ROLLING ROAD

BALTIMORE

21228

(410) 744-2166

6217 BALTIMORE NATIONAL PIKE

BALTIMORE

21228

9182

CHASE (JPMORGAN)

7315 WEST IRVING PARK ROAD

CHICAGO

60634

(773) 589-2004

4151 N HARLEM AVE

HARWOOD HEIGHTS

60656

9183

CHASE (JPMORGAN)

1 SOUTH NORTHWEST HIGHWAY

PARK RIDGE

60068

(847) 518-7100

9517 N MILWAUKEE AVE

NILES

60714

9184

CHASE (JPMORGAN)

9540 TELEGRAPH RD

REDFORD

48239

(313) 537-9060

9189 TELEGRAPH RD REDFORD PLZ

REDFORD TOWNSHIP

48239

9185

BANK OF AMERICA

684 Fellsway

Medford

02155

(800) 841-4000

686 Fellsway

Medford

02155

9186

WACHOVIA BANK

2441 A RT 22 WEST

UNION

07083

(908) 688-2280

2456 US HWY 22

UNION

07083

9187

US BANK

2690 Snelling Avenue North

ROSEVILLE

55113

1671 COUNTY RD C

ROSEVILLE

55113

9188

BANK OF AMERICA

1801 Richmond Road

Williamsburg

23185

(757) 259-5481

Center of Lightfoot, VA 23090

Lightfoot

23090

9190

CHASE (JPMORGAN)

7606 WEST MORGAN AVENUE

MILWAUKEE

53220

(414) 546-7485

4751 S 76TH ST KOPP SHOP CTR

GREENFIELD

53220

9191

BANK OF AMERICA

99 Rockingham Park Boulevard

Salem

03079

(800) 841-4000

346 S Broadway

Salem

03079

9193

BANK OF AMERICA

994 Middle Country Rd

Selden

11784

(800) 841-4000

2049 Middle Country Rd

Centereach

11720

9194

CHASE (JPMORGAN)

2255 NORTH CALHOUN ROAD

BROOKFIELD

53005

(262) 821-4321

17500-A WEST BLUEMOND RD

BROOKFIELD

53005

9195

BANK OF AMERICA

12430 ST. CHARLES ROAD

BRIDGETON

63044

3535 N LINDBERG BLVD

ST ANN

63074

9196

US BANK

1760 Beam Avenue

MAPLEWOOD

55109

1845 COUNTY RD D

MAPLEWOOD

55109

9197

BANK OF AMERICA

75 Middlesex Turnpke

Burlington

01803

(800) 841-4000

34 Cambridge St

Burlington

01803

9199

BANK OF AMERICA

1290 HOOPER AVENUE

TOMS RIVER

08753

(732) 240-3300

BEY LEA PLZ 1232 HOOPER AVE

TOM’S RIVER

08753

9200

CHASE (JPMORGAN)

1122 NORTH CLARK STREET

CHICAGO

60610

(312) 407-2626

2949 W ADDISON ST ADDISON MALL

CHICAGO

60618

9201

US BANK

8000 Lyndale Avenue South

Bloomington

55420

6601 NICOLLET AVE.

RICHFIELD

55423

9202

First Banking

7500 GREENBAY ROAD

KENOSHA

53142

(262) 697-7505

7700 120TH AVE UNIT 404

KENOSHA

53142

9204

WASHINGTON MUTUAL

51 ROCKLAND CENTER

NANUET

10954

(845) 627-6911

23 ROCKLAND CTR SPACE NO. 12

NANUET

10954

9205

CHASE (JPMORGAN)

2101 SOUTH BEND AVENUE

SOUTH BEND

46637

(574) 283-4150

INDIAN RIDGE SC 5776 GRAPE RD

MISHAWAKA

46545

9206

CHASE (JPMORGAN)

7750 NORTH WAYNE ROAD

WESTLAND

48185

(734) 425-8605

35592 W WARREN RD

WESTLAND

48185

9207

BANK OF AMERICA

2604 Central Park Ave (was 2550-2560)

Yonkers

10710

(800) 841-4000

2369 Central Park Ave

Yonkers

10710

9208

CHASE (JPMORGAN)

5485 EAST HURON RIVER DRIVE

YPSILANTI

48197

(734) 995-8094

3576 WASHTENAW AVE

ANN ARBOR

48104

9209

CHASE (JPMORGAN)

3166 WEST HURON STREET

WATERFORD

48328

(248) 681-0900

9 N TELEGRAPH RD

WATERFORD

48328

9210

CHASE (JPMORGAN)

2310 WEST 95th STREET

CHICAGO

60643

(708) 445-1770

2637 WEST 95TH ST., EVERGREEN COMMONS

EVERGREEN PARK

60805

9211

WASHINGTON MUTUAL

5230 FLATBUSH AVENUE & AVENUE U

BROOKLYN

11234

(718) 692-5850

2435 FLATBUSH AVE

BROOKLYN

11234

9213

BANK OF AMERICA

195 Bristol Oxford Valley Road

Langhorne

19047

(800) 841-4000

2500 E Lincoln Hwy

Langhorne

19047

9214

CHASE (JPMORGAN)

260 JOHN R

TROY

48083

(248) 524-6224

100 W 12 MILE RD SPACE K

MADISON HEIGHTS

48071

9217

CHASE (JPMORGAN)

833 SOUTH HIGH STREET

COLUMBUS

43206

(614) 248-2480

SANCUS RETAIL CENTER, 1154 POLARIS PKW

COLUMBUS

43240

9220

CHASE (JPMORGAN)

4763 GREAT NORTHERN BLVD

NORTH OLMSTED

44070

(440) 777-4888

25180 LORAIN RD

N OLMSTED

44070

9221

BANK OF AMERICA

2669 MURFREESBORO ROAD

NASHVILLE

37217

5295 HICKORY HOLLOW PKWY #1015

ANTIOCH

37013

9223

BANK OF AMERICA

141 SOUTH ROCK RD

WICHITA

67207

(316) 261-4557

8303 KELLOGG ST SUITE 444

WICHITA

67207

9224

CHASE (JPMORGAN)

4144 BAY RD

SAGINAW

48603

(989) 771-2440

4434 BAY RD

SAGINAW

48603

9225

BANK OF AMERICA

6711 RITCHIE HIGHWAY

GLEN BURNIE

21061-2395

(410) 766-3500

6710 GOVERNOR RITCHIE HWY

GLEN BURNIE

21061

9227

BANK ONE

17800 FORT STREET

RIVERVIEW

48192

(734) 284-0365

18700 EUREKA RD SPACE 1,2,3

SOUTHGATE

48195

9229

US BANK

100 NORTH 56TH STREET

LINCOLN

68504

(402) 467-8002

101 S 48TH SUITE 4

LINCOLN

68510

9232

CHASE (JPMORGAN)

4600 DRESSLER ROAD

CANTON

44718

(330) 492-4431

5106-5108 WHIPPLE NW

CANTON

44718

9235

CHASE (JPMORGAN)

111 EAST COURT STREET

FLINT

48502

(810) 237-3880

G4365 MILLER RD

FLINT

48507

9236

UNITED SAVINGS BANK

301 BALTIMORE PIKE & WEST AVE

SPRINFFIELD

19064-3809

(610) 544-9090

220 BALTIMORE PIKE

SPRINGFIELD

19064

9237

BANK ONE

2475 SOUTH HAMILTON ROAD

COLUMBUS

43232

(614) 248-2490

2577 S HAMILTON RD

COLUMBUS

43232

9241

BANK OF AMERICA

7595 ORA GLENN DRIVE

GREENBELT

20770

7565 GREENBELT RD SPACE 205

GREENBELT

20770

9242

BANK OF AMERICA

183 Quaker Rd

Queensbury

12804

(800) 841-4000

1492 State Route 9

Lake George

12845

9247

US BANK

1493 Robert Street South

WEST ST PAUL

55118

1733 S ROBERTS ST

W ST PAUL

55118

9250

BANK OF AMERICA

910 TALON DRIVE

O’FALLON

62269

319 LINCOLN HWY

FAIRVIEW HEIGHTS

62208

9251

CITIZENS NATIONAL BANK

PO BOX 4610 PIGEON FORGE OFFICE

SEVIERVILLE

37864-4610

(865) 429-7585

2655 TEASTER LANE

PIGEON FORGE

37863

9252

US BANK

72nd and Dodge

OMAHA

68114

7604 DODGE ST

OMAHA

68114

9254

CHASE (JPMORGAN)

120 NORTH SCOTT

JOLIET

60432

(815) 727-2601

1359 N LARKIN ST

JOLIET

60435

9256

BANK OF AMERICA

300 MERCER MALL

LAWRENCEVILLE

08648

(609) 452-2923

3256 BRUNSWICK PIKE

LAWRENCEVILLE

08648

9257

CHASE (JPMORGAN)

5435 NORTHFIELD ROAD

BEDFORD HEIGHTS

44146

(216) 475-5300

4755 NORTHFIELD RD

N RANDALL

44128

9258

SKY BANK

4105 TALMADGE ROAD

TOLEDO

43623

(419) 254-7052

5212 MONROE ST

SUITE B

TOLEDO

43623

9260

NORTHWEST SAVINGS BANK

8 MILLCREEK SQUARE

ERIE

16509

(814) 866-3900

7 MILLCREEK SQ

ERIE

16565

9266

TRUSTMARK BANK

3714 CANADA RD

LAKELAND

38002

(901) 377-3868

3536 CANADA RD SPACE 8A

LAKELAND

38002

9267

CHASE (JPMORGAN)

111 Monument Circle

INDIANAPOLIS

46204

317-321-7020

10027 E WASHINGTON ST

INDIANAPOLIS

46229

9270

CHASE (JPMORGAN)

2404 EAST OAKLAND AVENUE

BLOOMINGTON

61701

(309) 433-9151

1407 N VETERANS PKWY

BLOOMINGTON

61704

9271

CHASE (JPMORGAN)

202 FOREST BLVD

PARK FOREST

60466

(708) 747-2400

4744 W LINCOLN PKWY

MATTESON

60443

9272

BANK OF AMERICA

17 Wallingford Sq

Kittery

03904

(800) 841-4000

8 Dexter Ln

Kittery

03904

9273

CHASE (JPMORGAN)

1935 BRETON ROAD SOUTHEAST

GRAND RAPIDS

49506

(616) 771-7025

3931 28TH ST SE

GRAND RAPIDS

49512

9274

CHASE (JPMORGAN)

1 EAST OLD STATE CAPITOL PLAZA

SPRINGFIELD

62701

(217) 525-9600

2450 WABASH SPACE 101

SPRINGFIELD

62704

9278

BANK OF AMERICA

10700 MIDLOTHIAN TURNPIKE

RICHMOND

23235

(804) 378-8675

11003 MIDLOTHIAN TPKE

RICHMOND

23225

9280

FIRST NAT’L BANK OF PA

5004 MCKNIGHT RD

PITTSBURG

15237

(412) 369-0990

4700 MCKNIGHT RD

PITTSBURGH

15237

9283

CHASE (JPMORGAN)

5400 MAYFIELD ROAD

LYNDHURST

44124

(440) 442-7800

5419 MAYFIELD RD

LYNDHURST

44124

9286

BANK OF AMERICA

1699 Whitney Ave

Hamden

06517

(800) 841-4000

1869 Dixwell Ave

Hamden

06514

9290

CITIZENS BANK

1313 FRANKLIN MILLS CIRCLE

PHILADELPHIA

19154

(215) 637-9515

1441 FRANKLIN MILLS CIRCLE

PHILADELPHIA

19154

9291

BANK OF AMERICA

502 SOUTH COLLEGE ROAD

WILMINGTON

28403

351 S COLLEGE RD SPACE D-19

WILMINGTON

28403

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


8		CM Accts by Name		8/17/2010

Exhibit 7.1

Direct Deposit Accounts

STORE NO.

Bank_Name

BANK_ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT
# ***

ACH ROUTING
# ***

DEP. ROUTING
# ***

STORE_ADDRESS

CITY

ZIP

9292

BANK OF AMERICA

1469 Route 9

Wappingers Falls

12590

(800) 841-4000

1955 South Rd

Poughkeepsie

12601

9293

CHASE (JPMORGAN)

50 SOUTH MAIN STREET

AKRON

44308

(330) 972-1984

1950 BUCHOLZER AVE

AKRON

44310

9298

PNC BANK

505 NORTH DUPONT HIGHWAY

DOVER

19901

(888) 762-2265

1037 N DUPONT HWY

DOVER

19901

9299

US BANK

231 County Road 10 NE

Blaine

55434

N CT COMMONS SP 13 670 HWY 10

BLAINE

55434

9302

BANK OF AMERICA

1123 SOUTH UNIVERSITY

LITTLE ROCK

72205

(501) 664-3613

1216 S UNIVERSITY AVE

LITTLE ROCK

72204

9304

CHASE (JPMORGAN)

2109 WEST CENTRE

PORTAGE

49002

(269) 323-0381

6749 S WESTNEDGE AVE

PORTAGE

49081

9306

M & T BANK

811 KIDDER STREET

WILKES-BARRE

18702

(570) 824-5915

TRIANGLE PLZ 677H KIDDER ST

WILKES BARRE

18702

9309

BANK OF AMERICA

3400 WESTOWN PARKWAY

WEST DES MOINES

50266

(515) 224-0615

8801 UNIVERSITY AVE

CLIVE

50325

9311

PNC BANK

32 MIRACLE MILE SHOPPING CENTER

MONROEVILLE

15146

(412) 373-2476

3832 WILLIAM PENN HWY

MONROEVILLE

15146

9312

BANK OF AMERICA

67 Old Newtown Rd

Danbury

06810

(800) 841-4000

100 Newtown Rd

Danbury

06810

9316

SUSQUEHANNA BANK

366 HARTMAN BRIDGE RD

STRESBURY

17579

(717) 687-8454

35 S WILLOWDALE DR BOX 807

LANCASTER

17602

9319

US BANK

5501 WEST 41ST

SIOUX FALLS

57106

3500 W 41ST ST

SIOUX FALLS

57106

9322

BANK OF AMERICA

19 Ridgedale Ave

East Hanover

07936

(800) 841-4000

368 State Route 10

East Hanover

07936

9323

FIRST CITIZENS BANK

241 EAST MARKET ST, PO BOX 1377

SMITHFIELD

27577-1377

(919) 989-3274

2400 INDUSTRIAL PK DR SP 450

SMITHFIELD

27577

9324

US BANK

3802 13th Avenue South

FARGO

58103

4340 13TH AVE SW

FARGO

58103

9326

CHASE (JPMORGAN)

1836 NORTH BROADWAY

MELROSE PARK

60160

(708) 450-1674

1180 1/2 WEST NORTH AVE. WINSTON PLAZA

MELROSE PARK

60160

9327

CHASE (JPMORGAN)

30730 GROESBECK HIGHWAY

ROSEVILLE

48066

(586) 775-7800

30160 GRATIOT AVE

ROSEVILLE

48066

9330

BANK OF AMERICA

251 Glen Cove Rd

Carle Place

11514

(800) 841-4000

152 Glen Cove Rd

Carle Place

11514

9331

BANK OF AMERICA

4495 LEMAY FERRY ROAD

ST LOUIS

63129

7328 S LINDBERGH BLVD

ST LOUIS

63125

9333

BANK OF AMERICA

4189 SOUTH SERVICE ROAD

ST PETERS

63376

4083 Veteran’s Memorial Parkway

ST PETERS

63376

9334

CHASE (JPMORGAN)

3115 RIDGE ROAD

LANSING

60438

(708) 474-6161

16819 TORRENCE AVE

LANSING

60438

9336

BANK OF AMERICA

425 Philbrook Ave

South Portland

04106

(800) 841-4000

220 Maine Mall Rd

S Portland

04106

9339

BANK OF AMERICA

47 West Main St

Patchogue

11772

(800) 841-4000

49956 N Service Rd

Patchogue

11772

9340

BANK OF AMERICA

7520 MARLBORO PIKE

FORESTVILLE

20747

(301) 817-7760

5736 SILVER HILL RD

DISTRICT HEIGHTS

20747

9343

PNC BANK

2101 PARK MANOR BLVD

PITTSBURGH

15205

(412) 787-5757

6528 Steubenville Pike, Robinson Court

PITTSBURGH

15205

9345

BANK OF AMERICA

1821 CINNAMINSON AVE

CINNAMINSON

08077

(856) 786-8780

US S. Rte 130 - 195 Cinnaminson Avenue

RIVERTON

08077

9347

CHASE (JPMORGAN)

6660 SOUTH SHERIDAN ROAD

TULSA

74133

(918) 586-1000

8228 E 61ST ST SUITE 101

TULSA

74133

9348

M & T BANK

17404

(717) 852-4555

MAPLE VLG II 970 LOUCKS RD

YORK

17404

9349

FIFTH THIRD BANK

1250 NORTH GREEN RIVER RD

EVANSVILLE

47715

(812) 474-2741

1530 N GREEN RIVER RD BLDG A

EVANSVILLE

47715

9351

FIRST TENNESSEE

5526 BRAINERD RD

CHATTANOOGA

37411

(423) 954-2520

BRAINARD PK 5799 BRAINARD RD

CHATTANOOGA

37411

9354

NATIONAL CITY BANK

2521 CAPITAOL AVE SW LOCATOR K-B05-XX

BATTLE CREEK

49015

(616) 963-0771

5568 BECKLEY RD

BATTLE CREEK

49017

9355

THE PARK AVE BANK

1012 LAKES BLVD

LAKE PARK

31636

(229) 559-7056

5265 MILL STORE RD. SP 30

LAKE PARK

31636

9356

CHASE (JPMORGAN)

8515 FONDREN

HOUSTON

77074

(713) 751-6100

6898 SOUTHWEST FREEWAY

HOUSTON

77074

9360

CHASE (JPMORGAN)

201 SOUTH WASHINGTON SQUARE

LANSING

48933

(517) 487-1037

5849 W SAGINAW HWY DELTA CTR

LANSING

48917

9361

CHASE (JPMORGAN)

1414 WEST OAK STREET

ZIONSVILLE

46077

(317) 266-7316

501 COLISEUM BLVD E

FT WAYNE

46805

9363

CHASE (JPMORGAN)

8515 5th Ave

BROOKLYN

11209

(718) 439-5648

527 86TH ST BAYRIDGE

BROOKLYN

11209

9365

CHASE (JPMORGAN)

1200 MCKINNEY, STE 433

HOUSTON

77010

(713) 751-6100

4608 FM 1960 W NORTHWOODS SC

HOUSTON

77069

9366

CHASE (JPMORGAN)

7000 GRAPEVINE HIGHWAY

FORT WORTH

76180

(817) 884-4000

N EAST SC 8704A AIRPORT FREEWY

HURST

76053

9367

BANK OF AMERICA

5310 Sunrise Highway

MASSAPEQUA

11762

(800) 841-4000

5060A SUNRISE HWY

MASSAPEQUA

11762

9368

CHASE (JPMORGAN)

3100 W. BROAD STREET

COLUMBUS

43204

(614) 248-2630

W BROAD CTR 3659 W BROAD ST

COLUMBUS

43228

9370

CHASE (JPMORGAN)

3856 WEST 26TH STREET

CHICAGO

60402

(773) 277-5300

7365 25TH ST N RIVERSIDE PLZ

N RIVERSIDE

60546

9371

BANK OF AMERICA

1355 N. Delsea Drive

Deptford

08096

(800) 841-4000

Center of Deptford, NJ 08096

Deptford

08096

9373

CHASE (JPMORGAN)

6400 GRAND AVE

GURNEE

60031

(847) 782-3690

6170 W GRAND AVE SPACE 381

GURNEE

60031

9374

HSBC BANK USA

3478 BOSTON RD

BRONX

10475

(718) 991-7233

BAY PLAZA , 2094 BARTOW AVE

BRONX

10475

9375

CHASE (JPMORGAN)

633 NORTHLAND BLVD

CINCINNATI

45240

(513) 595-6410

CASINELLI SQ 129 E KEMPTER RD

SPRINGDALE

45246

9376

CHASE (JPMORGAN)

45 EAST FOURTH STREET

CINCINNATI

45202

(513) 784-0770

KENWOOD CTR 7324 KENWOOD RD

CINCINNATI

45236

9377

CHASE (JPMORGAN)

101 MONUMENT CIRCLE

INDIANAPOLIS

46204

(317) 321-7020

6024 E 82ND ST CASTLETON SHOPS

INDIANAPOLIS

46250

9378

CHASE (JPMORGAN)

8800 WEST BROWN DEER ROAD

MILWAUKEE

53224

(414) 365-6306

7817 W BROWN DEER RD

BROWN DEER

53223

9379

BANK OF AMERICA

188 Boston Turnpike Road

Shrewsbury

01545

(800) 841-4000

80 80a Boston Tpke

Shrewsbury

01545

9380

BANK OF AMERICA

3375 LEONARDTOWN ROAD

WALDORF

20602

3376 CRAIN HIGHWAY

WALDORF

20601

9381

CHASE (JPMORGAN)

533 LYNDON LANE

LOUISVILLE

40222

(502) 566-2291

7635 SHELBYVILLE RD

LOUISVILLE

40222

9383

BANK OF AMERICA

1000 Cottman Ave

Philadelphia

19111

(800) 841-4000

2375 Cottman Ave

Philadelphia

19149

9384

CHASE (JPMORGAN)

7990 WASHINGTON VILLAGE DRIVE

DAYTON

45459

(937) 443-6290

7924 SPRINGBORO PIKE

MIAMISBURG

45342

9387

CHASE (JPMORGAN)

30 NORTH MAIN STREET

POLAND

44514

(330) 757-0852

926 BOARDMAN-POLAND RD

BOARDMAN

44512

9388

INDEPENDENCE BANK

2655 RICHMOND AVE

STATEN ISLAND

10314

(718) 370-3623

2295 RICHMOND AVE SPACE 63

STATEN ISLAND

10314

9390

CHASE (JPMORGAN)

303 SOUTH MAIN

DUNCANVILLE

75116

(972) 780-4207

3209 CAMP WISDOM RD

DALLAS

75237

9391

CITIZENS BANK

2084 NAMANS ROAD

WILMINGTON

19808

(302) 421-2358

3924 KIRKWOOD HWY RTE 2

WILMINGTON

19808

9393

CHASE (JPMORGAN)

600 SOUTH TYLER STREET, SUITE 100

AMARILLO

79101

(806) 378-3100

WOFLIN SQ 2217 I-40 W

AMARILLO

79109

9395

CHASE (JPMORGAN)

7979 PLAZA BLVD

MENTOR

44060

(440) 352-5530

7619 MENTOR AVE

MENTOR

44060

9396

BANK OF AMERICA

236 West DeKalb Pike

King of Prussia

19406

(800) 841-4000

445 W Dekalb Pike

King Of Prussia

19406

9397

CHASE (JPMORGAN)

1200 MCKINNEY, STE 433

HOUSTON

77010

(713) 751-6100

10911 1-10 East Freeway

HOUSTON

77029

9398

BANK OF AMERICA

12400 NORTH FREEWAY

HOUSTON

77060

(281) 874-6166

GREENSPOINTE SQ 153 GREENS RD

HOUSTON

77060

9400

VALLEY NATIONAL BANK

54 MILL CREEK MALL

Secaucus

07094

(201) 583-9030

3 Mill Creek Dr

Secaucus

07094

9401

HSBC BANK USA

200 OAKDALE MALL

JOHNSON CITY

13790

800-975-4722

223 REYNOLDS RD OAKDALE MALL 3A

JOHNSON CITY

13790

9402

CHASE (JPMORGAN)

2921 PAT BOOKER, STE 100

UNIVERSAL CITY

78148

(210) 566-5750

8251 Agora Parkway, Suite 101

Selma

78154

9403

BANK OF AMERICA

9460 FM 1960 ROAD WEST

HUMBLE

77338

(281) 548-3703

19723 EASTEX FREEWAY HWY 59

HUMBLE

77338

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


8		CM Accts by Name		8/17/2010

Exhibit 7.1

Direct Deposit Accounts

STORE NO.

Bank_Name

BANK_ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT
# ***

ACH ROUTING
# ***

DEP. ROUTING
# ***

STORE_ADDRESS

CITY

ZIP

9404

BANK OF AMERICA

5144 82ND STREET

LUBBOCK

79424

4408 50TH ST

LUBBOCK

79414

9405

BANK OF AMERICA

9375 KINGSTON PIKE

KNOXVILLE

37922

7834 KINGSTON PIKE

KNOXVILLE

37919

9406

CHASE (JPMORGAN)

124 SOUTHWEST ADAMS STREET

PEORIA

61602

(309) 672-6123

3526-3528 N UNIVERSITY AVE

PEORIA

61602

9407

BANK OF AMERICA

9505 PINEVILLE-MATTHEWS ROAD

PINEVILLE

28134

(704) 386-3980

10610 D CENTRUM PKWY

PINEVILLE

28134

9408

BANK OF AMERICA

14001 METROTECH DRIVE

CHANTILLY

22021

13061 LEE JACKSON MEMORIAL HWY

FAIRFAX

22033

9409

US BANK

900 WEST COUNT ROAD 42

BURNSVILLE

55337

820 W COUNTY RD 42

BURNSVILLE

55337

9411

BANK OF AMERICA

50 Monument Rd

Bala Cynwyd

19004

(800) 841-4000

4510 City Ave

Philadelphia

19131

9412

BANK OF AMERICA

41 Beacon Street

Framingham

01701

(800) 841-4000

150 Worcester Rd

Framingham

01702

9413

BANK OF AMERICA

601 N.W. LOOP 410

SAN ANTONIO

78216

(210) 525-5440

7334 SAN PEDRO BLVD

SAN ANTONIO

78216

9414

BANK OF AMERICA

6605 UPTOWN BLVD NE

ALBUQUERQUE

87110

(505) 282-3030

6601 MENAUL BLVD NE

ALBUQUERQUE

87110

9415

BANK OF AMERICA

241-42 S. Conduit Blvd

Rosedale

11422

(800) 841-4000

320 W Sunrise Hwy

Valley Stream

11581

9416

HSBC BANK USA

1330 PENNSYLVANIA AVE

BROOKLYN

11239

(800) 975-4722

1110 PENNSYLVANIA AVE STORE 18

BROOKLYN

11207

9417

BANK OF AMERICA

3802 S. ALAMEDA

CORPUS CHIRSTI

78404

(361) 851-6600

5118-C S STAPLES ST

CORPUS CHRISTI

78411

9419

BANK OF AMERICA

7676 MCPHERSON ROAD

LAREDO

78041

5504 SAN BERNADO AVE STE 100

LAREDO

78041

9420

BANK OF AMERICA

7703 EASTPOINT MALL

BALTIMORE

21224

(410) 285-4780

7839 EASTPOINT MALL

E BALTIMORE

21224

9421

CHASE (JPMORGAN)

4600 SOUTH HULEN STREET

FT WORTH

76132

(817) 884-4000

4613 S HULEN ST SUITE C

FT WORTH

76132

9422

CHASE (JPMORGAN)

5400 LBJ FREEWAY, STE 150

DALLAS

75240

(972) 934-7501

13398 PRESTON RD

DALLAS

75240

9424

WACHOVIA BANK

53 COLONIAL PARK MALL PA 6665

HARRISBURG

17109

(717) 657-4065

4425 JONESTOWN RD RTE 22

HARRISBURG

17109

9426

CHASE (JPMORGAN)

29700 VAN DYKE ROAD

WARREN

48093

(586) 558-0212

1961 E EIGHT MILE RD

WARREN

48091

9428

CHASE (JPMORGAN)

4401 WEST WISCONSIN AVE

APPLETON

54915

(920) 738-9000

708 N CASALOMA DR STE 10 UNIT3

GRAND CHUTE (APPLETON)

54915

9429

BANK OF AMERICA

1212 HAWKINS BLVD

EL PASO

79925

(915) 590-4921

1111 HAWKINS BLVD

EL PASO

79925

9430

HSBC BANK USA

7731 TARRYTOWN ROAD

GREENBERG

10607

(914) 428-8100

350 TARRYTOWN RD RTE 119

GREENBURGH

10607

9431

COMPASS BANK

2811 EASTERN BLVD

MONTGOMERY

36116

(334) 409-7206

3984 EASTERN BLVD SUITE B

MONTGOMERY

36116

9432

BANK OF AMERICA

29 BLANDING BLVD

ORANGE PARK

32073

(904) 269-1770

66 BLANDING BLVD

ORANGE PARK

32073

9433

BANK OF AMERICA

9550 REGENCY SQUARE BLVD

JACKSONVILLE

32225

(904) 724-4445

9402 ARLINGTON EXWY

JACKSONVILLE

32225

9434

BANK OF AMERICA

1199 NE 163rd STREET

NORTH MIAMI

33162

(305) 947-0691

1749 NE 163RD ST

N MIAMI BEACH

33162

9435

BANK OF AMERICA

5330 HIGHWAY 78

STONE MOUNTAIN

30087

(770) 498-5250

5370 US HWY 78 SUITE 5

STONE MOUNTAIN

30087

9436

BANK OF AMERICA

2850 NO FEDERAL HWY

LIGHTHOUSE POINT

33064

(954) 784-2974

1800 N FEDERAL HWY STE 100

POMPANO BEACH

33062

9438

BANK OF AMERICA

1021 FALL RIVER AVE

SEEKONK

02771

(508)336-0071

185 HIGHLAND AV PRICE CLUB PLZ

SEEKONK

02771

9440

BANK OF AMERICA

821 North Stiles Street

Linden

07036

(800) 841-4000

1601 W Edgar Rd

Linden

07036

9441

CHARTER ONE BANK

5 EASTVIEW MALL

VICTOR

14564

(585) 223-0111

170 COBBLESTONE COURT DRIVE

VICTOR

14564

9442

CHITTENDEN BANK

99 DORSET STREET

S BURLINGTON

05403

(802) 658-1444

861 WILLISTON RD STAPLES PLZ

S BURLINGTON

05403

9443

US BANK

8441 WEST BOWLES AVE

LITTLETON

80123

5656 S WADSWORTH BLVD UNIT 2

LITTLETON

80123

9444

M & T BANK

640 Scranton Carbondale Hwy

Scranton

18508

(570) 342-3047

Center of Scranton, PA 18508

Scranton

18508

9445

BANK OF AMERICA

265 Montauk Highway

Islip

11751

(800) 841-4000

1757 Sunrise Hwy

Bay Shore

11706

9447

BANK OF AMERICA

7811 Maple Avenue

Pennsauken

08109

(800) 841-4000

216 Haddonfield Rd

Cherry Hill

08002

9448

BANK OF AMERICA

1601 EAST OAKLAND PARK BLVD

OAKLAND PARK

33334

(954) 568-4392

2365 NE 26TH ST WALGREENS PLZ

FT LAUDERDALE

33305

9449

BANK OF AMERICA

8501 SUDLEY RD

MANASSAS

20109

(703) 331-3030

8372 SUDLEY RD

MANASSAS

22109

9451

CHASE (JPMORGAN)

323 SOUTH BARRINGTON ROAD

SCHAUMBURG

60193

(847) 895-3803

1400 GOLF RD WOODFIELD VLG GRN

SCHAUMBURG

60173

9453

BANK OF AMERICA

8 Industrial Way East

Eatontown

07724

(800) 841-4000

49 State Route 36

Eatontown

07724

9454

BANK OF AMERICA

1459 Macarthur Rd

Whitehall

18052

(800) 841-4000

2367 Macarthur Rd

Whitehall

18052

9455

CHASE (JPMORGAN)

4503 LAPEER ROAD

KIMBALL

48074

(810) 984-5009

1661 RANGE RD SPACE B-80

KIMBALL (PORT HURON)

48074

9456

BANK OF AMERICA

600 Dick Rd

Depew

14043

(800) 841-4000

2130 Walden Ave

Cheektowaga

14225

9457

US BANK

2400 Maple Grove Road

Duluth

55811

913 W CENTRAL ENTRANCE

DULUTH

55811

9458

BANK OF AMERICA

15 Commerce Blvd

Succasunna

07876

(800) 841-4000

288 State Route 10 W

Succasunna

07876

9460

BANK OF AMERICA

7101 WEST BROAD STREET

RICHMOND

23294

7111 W BROAD ST

RICHMOND

23294

9461

BANK OF AMERICA

25 Main Street

South River

08882

(800) 841-4000

326 State Route 18

E Brunswick

08816

9462

BANK OF AMERICA

3855 BLOOMFIELD RD

MACON

31206

(478) 474-1415

3619 MERCER UNIVERSITY BLVD

MACON

31210

9463

BANK OF AMERICA

111 UNIVERSITY DRIVE E

COLLEGE STATION

77840

900-17 HARVEY RD

COLLEGE STATION

77840

9464

BANK OF AMERICA

1381 EAST RIDGE ROAD

ROCHESTER

14621

(716) 467-7781

1381 E RIDGE RD

IRONDEQUOIT (ROCHESTER)

14621

9465

CHASE (JPMORGAN)

1331 PARK AVENUE WEST

MANSFIELD

44906

(419) 525-5715

695 N LEXINGTON SPRINGMILL RD

MANSFIELD

44906

9466

CHASE (JPMORGAN)

2207 SAGAMORE PARKWAY SOUTH

LAFAYETTE

47905

(765) 423-0140

2128 SAGAMORE PKWY S

LAFAYETTE

47905

9468

CHASE (JPMORGAN)

935 PILGRIM WAY

GREEN BAY

54304

(920) 497-6800

2300 S ONEIDA ST UNITED CTR

GREEN BAY (ASHWAUBEN)

54304

9469

CHASE (JPMORGAN)

3209 COURTYARD DRIVE

MIDLAND

79705

(432) 688-6353

4410 N MIDKIFF RD SUITE B-1

MIDLAND

79705

9470

CHASE (JPMORGAN)

1481 SOUTH SEVENTH STREET

LOUISVILLE

40208

(502) 566-2201

4814 OUTER LOOP BROWNSVL SQ SC

LOUISVILLE

40219

9471

CHASE (JPMORGAN)

5233 JOHNSTON STREET

LAFAYETTE

70503

(337) 236-7182

3501 AMBASSADOR CAFFREY

LAFAYETTE

70503

9472

BANK OF AMERICA

745 LYNNHAVEN PARKWAY

VIRGINIA BEACH

23452

(757) 498-6013

2704 N MALL DR SUITE 105-106

VIRGINIA BEACH

23452

9473

US BANK

1415 N Academy Blvd

COLORADO SPRINGS

80909

(719) 597-9038

507 N ACADEMY BLVD CITADEL XG

COLORADO SPRINGS

80909

9477

BANK OF AMERICA

900 WEST 49TH STREET

HIALEAH

33012

(305) 364-8000

1001 W 49TH ST STE 1

HIALEAH

33012

9478

BANK ONE

8578 GOODWOOD BLVD

BATON ROUGE

70806

(225) 332-4523

9490 AIRLINE HWY

BATON ROUGE

70815

9482

BANK OF AMERICA

2105 WEST BRANDON BLVD

BRANDON

33511

(813) 653-2235

103 BRANDON TOWN CENTER BLVD

BRANDON

33511

9484

CHASE (JPMORGAN)

303 SOUTH MATTIS AVENUE

CHAMPAIGN

61821

(217) 351-1600

1006 W ANTHONY DR SUITES A & B

CHAMPAIGN

61820

9486

CHASE (JPMORGAN)

221 WEST SIXTH STREET

AUSTIN

78701

(512) 479-1581

9705 RESEARCH BLVD HWY 183

AUSTIN

78759

9487

CHASE (JPMORGAN)

105 SOUTH ST. MARY’S

SAN ANTONIO

78205

(210) 271-8200

5755 NORTHWEST LOOP 410 #103

SAN ANTONIO

78238

9488

BANK OF AMERICA

4330 U S 98 NORTH

LAKELAND

33809-3821

(863) 816-1610

4304 HWY 98 N VILLAGE PLZ

N LAKELAND

33809

9489

CHASE (JPMORGAN)

55 SOUTH MAIN STREET, STE 175

NAPERVILLE

60540

(630) 305-6115

618 S RTE 59 NAPER W PLZ #112

NAPERVILLE

60540

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


8		CM Accts by Name		8/17/2010

Exhibit 7.1

Direct Deposit Accounts

STORE NO.

Bank_Name

BANK_ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT
# ***

ACH ROUTING
# ***

DEP. ROUTING
# ***

STORE_ADDRESS

CITY

ZIP

9490

BANK OF AMERICA

6304 NORTH POINT PARKWAY

ALPHARETTA

30022

(710) 442-2476

7681 N POINT PKWY SUITE 500

ALPHARETTA

30202

9491

BANK OF AMERICA

9101 S DIXIE HWY

MIAMI

33156

(305) 663-5107

9875 S DIXIE HWY

MIAMI

33156

9494

BANK OF AMERICA

460 E ALTAMONTE DRIVE

ALTAMONTE SPRINGS

32701

(321) 207-2400

355 E ALTAMONTE DR SUITE 1000

ALTAMONTE SPRINGS

32701

9496

MONROE BANK & TRUST

1000 S MONROE ST

MONROE

48161

(734) 384-8226

14750 LAPLAISANCE RD SPC H-165

MONROE

48161

9497

CHASE (JPMORGAN)

6327 US RTE 60 EAST

BARBOURSVILLE

25504

(800) 828-8445

MALL RD HUNTINGTON MALL #330

BARBOURSVILLE

25504

9499

BANK OF AMERICA

1995 HOFFMEYER RD PO BOX 100526

FLORENCE

29501-0526

(843) 678-3209

2590 DAVID MCLEOD BLVD

FLORENCE

29501

9500

CHASE (JPMORGAN)

1201 WEST MAIN STREET

LEWISVILLE

75067

(214) 290-2000

565 E HWY 3040 SUITE 201

LEWISVILLE

75067

9501

BANK OF AMERICA

2940 S. GLENSTONE

SPRINGFIELD

65804

(417) 227-6251

1418 E BATTLEFIELD RD

SPRINGFIELD

65804

9502

NATIONAL CITY BANK

12010 CHURCH STREET LOCATOR R-H23-XX

BIRCH RUN

48415

(989) 797-9277

12150 South Beyer Road, Space F050

BIRCH RUN

48415

9503

VALLEY NATIONAL BANK

22 Bloomfield Avenue

BELLEVILLE

07109

(973) 759-1015

135 Bloomfield Ave

Bloomfield

07003

9504

CHASE (JPMORGAN)

4097 NICHOLS PARK DRIVE, SUITE 100

LEXINGTON

40503

(859) 273-1016

3270 NICHOLASVILLE RD

LEXINGTON

40503

9505

BANK OF AMERICA

6033 GLENNWOOD AVENUE

RALEIGH

27612

(919) 716-2237

6010 GLENWOOD AVE US 70 W

RALEIGH

27612

9506

FIRST COMMONWEALTH BANK

P.O. BOX 503

HOLLIDAYBURG

16648

(814) 944-4644

RT 200 & PLANK RD PARK HIL PLZ

ALTOONA

16602

9507

CHASE (JPMORGAN)

3508 W GENESEE STREET

SYRACUSE

13219

(315) 488-9255

3514 W GENESEE ST

Syracuse

13219

9508

CHASE (JPMORGAN)

3401 WEST FOX RIDGE LANE

MUNCIE

47304

(765) 747-4615

3301 N EVERBROOK LANE

MUNCIE

47304

9509

BANK OF AMERICA

2120 WEST STREET

ANNAPOLIS

21401-3058

(410) 224-3625

2091 WEST ST SUITE B

ANNAPOLIS

21401

9510

BANK OF AMERICA

3542 SATELLITE BLVD.

DULUTH

30136

(770) 497-3100

1950 PLEASANT HILL RD SUITE B

DULUTH

30096

9512

CHASE (JPMORGAN)

136 EAST LAKE STREET

BLOOMINGDALE

60108

(630) 980-2800

158 S GARY ST STRATFORD PLZ

BLOOMINGDALE

60108

9513

BANK OF AMERICA

825 DULVANEY VALLEY BLVD

TOWSON

21286

(410) 277-7471

815 GOUCHER BLVD

BALTIMORE

21286

9515

M & T BANK

CEDAR REEK BRANCH PO BOX 8008

WAUSAU

54402-8008

(715) 847-4255

10101 MARKET ST SPACE C-110

MOSINEE

54455

9516

BANK OF AMERICA

1511 MATTHEW DRIVE

FORT MYERS

33907

4455 CLEVELAND AVE

FT MYERS

33901

9517

BANK OF AMERICA

6725 WINCHESTER RD.

MEMPHIS

38115

(901) 366-3930

6326 WINCHESTER RD SUITE 1

MEMPHIS

38115

9518

CHASE (JPMORGAN)

8921 Queens Boulevard

Elmhurst

11373

(718) 803-5340

8955 Queens Blvd

Elmhurst

11373

9520

CHASE (JPMORGAN)

5555 YOUNGSTOWN WARREN ROAD

NILES

44446

(330) 652-1421

5555 YOUNGSTOWN/WARREN RD #906

NILES

44446

9521

BANK OF AMERICA

3507 WHEELER RD

AUGUSTA

30909

(706) 737-4923

3435 WRIGHTSBORO RD SUITE 1206

AUGUSTA

30909

9522

BANK OF AMERICA

7802 ABERCORN STREET

SAVANNAH

31406

(912) 353-3960

Oglethorpe Plaza, 7929 Abercorn Street, Suite 640-650

SAVANNAH

31406

9523

BANK OF AMERICA

1827 N MILITARY TRAIL

WEST PALM BEACH

33409-4715

(561) 697-3603

1990 N MILITARY TRAIL

W PALM BEACH

33409

9524

BANK OF AMERICA

3120 SW 34 th AVE

OCALA

34474-4433

(352) 861-1015

3558 SW COLLEGE RD, SUITE 200

OCALA

34474

9525

CHASE (JPMORGAN)

5200 SALEM AVENUE

DAYTON

45426

(937) 854-4388

5286 SALEM AVE SALEM CTR #103

TROTWOOD

45426

9526

COMPASS BANK

1789 MONTGOMERY HIGHWAY

BIRMINGHAM

35244

(205) 297-3510

1707 MONTGOMERY HWY

HOOVER

35244

9527

CHASE (JPMORGAN)

22 EAST MIFFLIN STREET

MADISON

53703

(608) 282-6020

698 S WHITNEY WAY STERLING CTR

MADISON

53711

9528

BANK OF AMERICA

41 Veterans Memorial Highway

Commack

11725

(800) 841-4000

4199 Jericho Tpke

E Northport

11731

9529

BANK OF AMERICA

510 NORTH BUSINESS HIGHWAY 65

BRANSON

65616

4370 GRETNA RD SUITE 2170

BRANSON

65616

9530

BANK OF AMERICA

498 SOUTH PLEASANTBURG DRIVE

GREENVILLE

29607

2410 LAURENS RD

GREENVILLE

29607

9531

BANK OF AMERICA

7405 TWO NOTCH ROAD

COLUMBIA

29223

(803) 765-4750

7357 TWO NOTCH RD MARSHBRK PLZ

COLUMBIA

29223

9533

BANK OF AMERICA

3303 SOUTH TAMIAMI TRAIL

SARASOTA

34239

(941) 954-7800

4130 S TAMIAMI TRAIL

SARASOTA

34231

9534

BANK OF AMERICA

10 WEST HIGH STREET

BRIDGEWATER

08807

(908) 722-0601

936 RTE 22 E

SOMERVILLE

08876

9535

COLONIAL BANK

3610 MCFARLAND BLVD. EAST

TUSCALOOSA

35405

(205) 556-7224

3318 MCFARLAND BLVD E

TUSCALOOSA

35405

9539

NORTH FORK BANK

61-24 188TH STREET

FLUSHING

11365

(718) 454-7500

61-26 190TH ST

FRESH MEADOWS

11365

9540

AMALGAMATED BANK NY

301 THIRD AVENUE

NEW YORK

10010

(212) 679-5305

291 THIRD AVE

NEW YORK

10010

9541

BANK OF AMERICA

10050 PINES BLVD

PEMBROKE PINES

33024

11090 PINES BOULEVARD

PEMBROKE PINES

33026

9542

BANK OF AMERICA

100 EAST ELM STREET

HILLSBORO

76645

104 NE I-35 SUITE 128

HILLSBORO

76645

9545

CHASE (JPMORGAN)

100 INDEPENDENCE PLACE

TYLER

75703

(903) 561-5000

4217 S BROADWAY AVE

TYLER

75701

9546

US BANK

502 EAST OLD HIGHWAY 40

WARRENTON

63383

2000 WARRENTON OUTLET CTR #39

WARRENTON

63383

9551

BANK OF AMERICA

3661 W OAKLAND PARK BLVD

LAUDERDALE LAKES

33311-1145

(954) 714-9079

3196 N STATE RD 7 REEF PLZ

LAUDERDALE LAKES

33319

9553

BANK OF AMERICA

2900 WEST DAVID ROAD

CONROE

77303

(936) 539-0299

1111 LEAGUE LINE RD. SUITE 121

CONROE

77303

9554

BANK OF AMERICA

1070 WEST PATRICK ST.

FREDERICK

21703

(301) 698-6080

1170 W PATRICK ST SUITES G & H

FREDERICK

21702

9556

BANK OF AMERICA

105 NORTH CONGRESS AVENUE

BOYNTON BEACH

33426-4260

(561) 742-9092

324 N CONGRESS AVE OAKWOOD SC

BOYNTON BEACH

33426

9557

IRON & GLASS BANK

2204 LEBANON CHURCH ROAD

WEST MIFFLIN

15122

(412) 655-0900

2033 LEBANON CHURCH RD SUITE C

W MIFFLIN

15122

9558

BRANCH BK/TR (BB&T)

120 EAST HIGHWAY 53 SE

CALHOUN

30701

(706) 602-4003

455 BELWOOD RD SE SUITE 60

CALHOUN

30701

9564

US BANK

3410 South 143rd Plaza

OMAHA

68144

13003 W CENTER RD SUITE 28

OMAHA

68144

9566

CHASE (JPMORGAN)

200 E SEVENTH STREET

LOVELAND

80537

(970) 622-7444

5732 MCWHINNEY BLVD SPACE E-40

LOVELAND

80538

9567

BANK OF AMERICA

1025 INTERNATIONAL SPEEDWAY BLVD

DAYTONA BEACH

32114

2110 W INTERNATL SPEEDWAY BLVD

DAYTONA BEACH

32114

9568

BANK OF AMERICA

162 COLLEGE STREET

ASHEVILLE

28801

(828) 251-8269

64 TUNNEL RD

ASHEVILLE

28805

9569

SUPERIOR BANK

5000 ROGERS AVENUE-1ST FLOOR

FORT SMITH

72903

(479) 484-4263

4803 ROGERS AVE

FT SMITH

72903

9571

FIFTH THIRD BANK

2 SOUTH MAIN STREET

JEFFERSONVILLE

43218

740-335-7640

8115 Factory Shops Blvd.

JEFFERSONVILLE

43128

9573

BANK OF AMERICA

354 1/2 West Middle Turnpike

Manchester

06040

(800) 841-4000

1470 Pleasant Valley Rd

Manchester

06040

9574

CHASE (JPMORGAN)

14 SOUTH LA GRANGE ROAD

LA GRANGE

60525

(708) 579-4400

9404 JOLIET RD THE QUARRY S C

HODGKINS

60525

9576

MAIN SOURCE BANK

3880 W PRESIDENTIAL WAY PO Box 38

EDINBURGH

46124

(812) 526-0551

11747 N EXECUTIVE DR SPACE B80

EDINBURGH

46124

9577

BANK OF AMERICA

317 SE GREENVILLE BLVD.

GREENVILLE

27858

3040 S EVANS ST SUITE 103

GREENVILLE

27834

9579

BANK OF AMERICA

2615 CALDER STREET

BEAUMONT

77702

5330 EASTEX FREEWAY

BEAUMONT

77708

9581

SOUTHTRUST BANK

1001 HEATHLAND DRIVE PO BOX 267

HUNTSVILLE

35804

(256) 551-5126

4710-B UNIVERSITY DRIVE

HUNTSVILLE

35816

9582

BANK OF AMERICA

45985 - 180 REGAL PLAZA

STERLING

20165

(703) 421-7533

46220 POTOMAC RUN PLAZA

STERLING

20164

9583

BANK OF AMERICA

140 ROUTE 73 NORTH

WEST BERLIN

08091

(856) 767-5800

199 NORTH ROUTE 73, SUITE A

WEST BERLIN

08091

9584

BANK OF AMERICA

3057 AKERS MILL ROAD

ATLANTA

30339

(770) 953-5640

2778 COBB PARKWAY

SMYRNA

30339

9585

CHASE (JPMORGAN)

2410 W. GRAND RIVER

HOWELL

48843

(517) 548-3827

1475 N BURKHART RD, SUITE D180

HOWELL

48843

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


8		CM Accts by Name		8/17/2010

Exhibit 7.1

Direct Deposit Accounts

STORE NO.

Bank_Name

BANK_ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT
# ***

ACH ROUTING
# ***

DEP. ROUTING
# ***

STORE_ADDRESS

CITY

ZIP

9586

BANK OF AMERICA

1602 W FLOYD BAKER BLVD

GAFFNEY

29341-1206

(864) 487-3651

335 FACTORY SHOPS BOULEVARD

GAFFNEY

29341

9587

CHASE (JPMORGAN)

105 FILLMORE STREET

DENVER

80206

(303) 322-4799

320 SOUTH COLORADO BLVD

GLENDALE

80246

9588

NATIONAL BANK GENEVA

1940 RTS 5 & 20

WATERLOO

13165

(315) 539-1000

655 RTE 318 SUITE A005

WATERLOO

13165

9589

BANK OF AMERICA

1919 VALLEY VIEW BLVD NW

ROANOKE

24012

1919 VALLEY VIEW BLVD NORTHWEST

ROANOKE

24012

9591

BANK OF AMERICA

101 E. Moreland Rd

Willow Grove

19090

(800) 841-4000

311 W Moreland Rd

Willow Grove

19090

9592

CHASE (JPMORGAN)

924 BROADWAY AVENUE

BOWLING GREEN

42101

(270) 781-9476

2522 SCOTTSVILLE RD

BOWLING GREEN

42104

9595

TRUSTMARK BANK

248 EAST CAPITOL STREET PO BOX 291

JACKSON

39205-0291

(601) 961-6071

1039 E COUNTRY LINE RD SUITE A

JACKSON

39211

9596

US BANK

8575 Valley Creek Road

WOODBURY

55125

8362 TAMARACK VILLAGE

WOODBURY

55125

9598

WACHOVIA BANK

8055 20TH STREET FL6584

VERO BEACH

32966

(561) 778-6081

1757 94TH DR SUITE D180

VERO BEACH

32966

9601

BANK OF AMERICA

1505 PUTT PUTT PLACE

CHARLOTTESVILLE

22901

632 ALBEMARLE SQUARE

CHARLOTTESVILLE

22901

9602

DIME SAVINGS

1931 TRUNBULL AVENUE

BRONX

10473

(718) 597-5300

945 WHITE PLAINS RD

BRONX

10473

9604

CHASE (JPMORGAN)

6040 159TH STREET

OAK FOREST

60452

(708) 535-5440

9396 WEST 159TH STREET

ORLAND PARK

60462

9605

BANKNORTH, N.A.

10 SHERWOOD DRIVE

TILTON

03276

(603) 286-2401

Tanger Outlet Center, 120 Laconia Road

TILTON

03276

9606

BANK OF AMERICA

175 North Clairborne

Olathe

66062

(816) 979-8561

20143 W 151st St

Olathe

66061

9610

CHASE (JPMORGAN)

EAST STATE

ROCKFORD

61125-1086

(815) 398-6500

6376 EAST STATE STREET

ROCKFORD

61108

9611

1ST BANK

4775 FRONT STREET

CASTLE ROCK

80104

(303) 814-6361

5050 FACTORY SHOPS BLVD

CASTLE ROCK

80104

9612

CHASE (JPMORGAN)

1200 MCKINNEY, STE 433

HOUSTON

77010

(713) 751-6100

2346 SOUTH HIGHWAY 6

HOUSTON

77077

9613

CHASE (JPMORGAN)

9379 NORTH SHERIDAN BLVD

WESTMINSTER

80030

(303) 244-5060

8725 SHERIDAN BLVD UNIT B

WESTMINSTER

80030

9614

THE SUFFOLK COUNTY NAT’L BANK

1201 OSTRANDER AVE

RIVERHEAD

11901

(631) 727-6800

1770 West Main Street, Ste 217

RIVERHEAD

11901

9615

FROST NATIONAL BANK

221 WONDER WORLD DRIVE

SAN MARCOS

78666

(512) 393-5647

Tanger Outlets 4015 INTERSTATE HWY 35 STE 214

SAN MARCOS

78666

9616

COMMUNITY BANK & TRUST

800 STEVEN B TANGER BLVD

COMMERCE

30529

(706) 336-3202

800 STEVEN B TANGER BLVD S/310

COMMERCE

30529

9617

BANK OF AMERICA

1200 MT. ZION ROAD

MORROW

30260-2314

(770) 968-2000

6715 SUITE H JONESBORO H

MORROW

30260

9618

BANK OF AMERICA

115 Route 50

Mays Landing

08330

(800) 841-4000

Center of Mays Landing, NJ 08330

Mays Landing

08330

9620

BANK OF AMERICA

7100 SW ARCHER ROAD

GAINESVILLE

32608

3600 S.W. ARCHER ROAD UNIT A-1

GAINESVILLE

32608

9621

CHASE (JPMORGAN)

6800 WESTGATE BLVD. STE 111

AUSTIN

78745

(512) 479-5400

5601 BRODIE LANE

SUNSET VALLEY

78745

9622

BANK OF AMERICA

6727 NORTH DAVIS HIGHWAY

PENSACOLA

32504

(850) 478-3504

7000 N DAVIS HIGHWAY UNIT A

PENSACOLA

32504

9623

BANK OF AMERICA

5325 SW 21st STREET

TOPEKA

66604

1930 S W WANAMAKER RD SUITE E

TOPEKA

66614

9624

BANK OF AMERICA

1481 CARL D SILVER PARKWAY

FREDERICKSBURG

22401

(540) 548-2827

3200 PLANK ROAD

FREDERICKSBURG

22407

9625

CHASE (JPMORGAN)

3103 FM 528

FRIENDSWOOD

77546

(281) 557-7941

1041 WEST BAY AREA BLVD

WEBSTER

77598

9626

WRENTHAM CO OP BANK

102 SOUTH STREET

WRENTHAM

02093

(508) 384-6101

1 PREMIUM OUTLET BLVD

WRENTHAM

02093

9627

PREMIER BANK

100 GRELL LANE

JOHNSON CREEK

53038

(920) 699-6900

132 WEST LINMAR LANE, SUITE D25

JOHNSON CREEK

53038

9629

PREMIER BANK

11055 61ST STREET NORTH EAST

ALBERTVILLE

55301

(763) 497-8224

6415 LABEAUX AVENUE SUITE B-65

ALBERTVILLE

55301

9630

WACHOVIA BANK

700 SOUTH MACKENZIE STREET

FOLEY

36535

(251) 972-8823

2601 SOUTH MCKENZIE ST. SUITE S4

FOLEY

36535

9631

BANK OF AMERICA

150 PARKER ST

VACAVILLE

95688

(707) 449-4433

131 NUT TREE ROAD, SUITE K

VACAVILLE

95687

9632

Bank of ST. Augustine

900 STATE ROAD 16

ST. AUGUSTINE

32084

(904) 209-0078

2700 STATE RD 16 SUITE 815

ST. AUGUSTINE

32092

9633

US BANK

408 Court Street

WILLIAMSBURG

52361

112-A TANGER DR.

WILLIAMSBURG

52361

9635

BANK OF HANOVER

1275 YORK ROAD

GETTYSBURG

17325

(717) 337-9333

1863 GETTYSBURG VILLAGE DRIVE

GETTYSBURG

17325

9636

CITIZENS BANK OF PA

ROUTE 611 AND 715

TANNERSVILLE

18372

(570) 629-1631

1000 ROUTE 611, UNIT A19

TANNERSVILLE

18372

9640

BANK OF AMERICA

403 E. BIDWELL STREET

FOLSOM

95630

(916) 861-9900

13000 FOLSOM BLVD, SUITE 1440

FOLSOM

95630

9642

HOME FEDERAL SAVINGS BANK

149 S POTOMAC ST

HAGERSTOWN

21740

(301) 745-6310

495 PRIME OUTLETS BLVD.

HAGERSTOWN

21740

9643

NATIONAL CITY BANK

201 SOUTH BROAD ST LOCATOR 46-11-071

GROVE CITY

16127

(724) 458-9250

I-79 & RTE 208 Space 315

GROVE CITY

16127

9644

CITIZENS BANK

1187 BOSTON POST ROAD

WESTBROOK

06498

(860) 399-8511

314 FLAT ROCK PLACE, SUITE A135

WESTBROOK

06498

9646

BANK OF AMERICA

2400 EAST PONDEROSA

CAMARILLO

93010

(805) 383-8300

990 CAMARILLO CTR DR, STE 1016

CAMARILLO

93010

9662

CHASE (JPMORGAN)

4660 EAST MAIN STREET

WHITEHALL

43213

(614) 248-2600

5091 EAST MAIN STREET

COLUMBUS

43212

9664

US BANK

4621 INLAND EMPIRE ROAD

ONTARIO

91764

4320 EAST MILLS CIRCLE UNIT H

ONTARIO

91764

9665

US BANK

4056 Highway 54

OSAGE BEACH

65065

FACTORY OUTLET VILLAGE OSAGE BEACH, 4540 HWY 54, SUITE N4

OSAGE BEACH

65065

9668

WILMINGTON TRUST

4369 HIGHWAY ONE

REHOBOTH

19971

(302) 856-4491

REHOBOTH OUTLETS, 1230 OCEAN OUTLETS, HWY 1

REHOBOTH BEACH

19971

9669

BANK OF AMERICA

1931 NORTHWEST HWY 101

LINCOLN CITY

97367

(541) 994-2161

1500 SE EAST DEVILS LAKE RD, SUITE 413

LINCOLN CITY

97367

9670

AM SOUTH BANK

9674

FIRST MERIT BANK

209 WOOSTER STREET

LODI

44254

(330) 764-7474

PRIME OUTLETS, 9911 AVON LAKE RD., SUITE 315

BURBANK

44214

9676

CHASE (JPMORGAN)

425 AIRLINE HIGHWAY

GONZALES

70737

(225) 644-2575

TANGER OUTLE6T, 2400 TANGER BLVD. SUITE 152

GONZALES

70737

9677

CHASE (JPMORGAN)

2039 AIRLINE DRIVE

BOSSIER CITY

71111

(318) 226-2723

Louisiana Boardwalk, 640 Boardwalk Blvd.

BOSSIER CITY

71111

9680

BANK OF AMERICA

303 E. TULARE AVENUE

TULARE

93274

(559) 686-4900

1483 RETHFROD STREET

TULARE

93274

9683

WACHOVIA BANK

COUNTY LINE ROAD

JACKSON

08527

732-363-2666

Jackson Outlet Center, 537 MONMOUTH ROAD, SPACE 322

JACKSON

08527

9685

BANK OF AMERICA

941 SOUTH ATLANTIC BLVD

LOS ANGELES

90022

CITADEL OUTLETS, 100 CITADEL DRIVE, SUITE 660

COMMERCE

90040

9686

CHASE (JPMORGAN)

4365 FRANKLIN STREET

MICHIGAN CITY

46360

(219)-879-1122

1740 LIGHTHOUSE PLACE

MICHIGAN CITY

46360

9687

BANK OF AMERICA

7828 MONTEREY STREET

GILROY

95020

GILROY PREMIUM OUTLETS, 8155 ARROYO Circl, Sp#A-108

GILROY

95020

9689

CHASE BANK

819 S ALLEN HEIGHTS

ALLEN

75002

(972) 747-3210

ALLEN PREMIUM OUTLETS 820 WEST STACY ROAD, SUITE 330

ALLEN

75013

9690

BANK OF AMERICA

1755 LAKESIDE DR

BULLHEAD CITY

86442

(520) 758-3981

1955 SOUTH CASINO DRIVE, SUITE 270

LAUGHLIN

89029

9701

BANK OF AMERICA

5959 CANOGA AVENUE

WOODLAND HILLS

91367

(818) 712-6007

6443 CANOGA AVE STAPLES PLZ

WOODLAND HILLS (CANOGA PARK)

91367

9702

CHASE (JPMORGAN)

2950 WEST PEORIA

PHOENIX

85029

(602) 589-3888

2860 W PEORIA AVE

PHOENIX

85029

9703

BANK OF AMERICA

1603 HAWTHORNE BLVD

REDONDO BEACH

90247

(310) 214-7306

16129 S HAWTHORNE BLVD SUITE F

LAWNDALE

90260

9704

BANK OF AMERICA

391 SERRAMONTE CTR

DALY CITY

94015

(650) 615-4700

350 GELLERT BLVD

DALY CITY

94015

9705

BANK OF AMERICA

2905 STEVENS CREEK BLVD

SANTA CLARA

95050

(408) 983-0588

3136 STEVENS CREEK BLVD

SAN JOSE

95117

9706

BANK OF AMERICA

901 NORTH MOUNTAIN AVENUE

ONTARIO

91762

358/366 S MOUNTAIN AVE

UPLAND

91786

9708

BANK OF AMERICA

1053 WILLOW PASS RD

CONCORD

94520-5896

(925) 671-1563

675 CONTRA COSTA BLVD

PLEASANT HILL

94523

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


8		CM Accts by Name		8/17/2010

Exhibit 7.1

Direct Deposit Accounts

STORE NO.

Bank_Name

BANK_ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT
# ***

ACH ROUTING
# ***

DEP. ROUTING
# ***

STORE_ADDRESS

CITY

ZIP

9709

BANK OF AMERICA

4120 SAN PABLO AVENUE

EMERYVILLE

94608

(510) 273-5690

1199 40TH ST EAST BAY SHOP CTR

EMERYVILLE

94608

9710

BANK OF AMERICA

3101 ARDEN WAY

SACRAMENTO

95825

1743 ARDEN WAY

SACRAMENTO

95815

9711

BANK OF AMERICA

7496 DUBLIN BLVD

DUBLIN

94568-2416

(925) 833-9588

8000 AMADOR VALLEY BLVD

DUBLIN

94568

9712

BANK OF AMERICA

800 NORTHRIDGE CENTER

SALINAS

93906

(831) 443-7125

776 NORTHRIDGE MALL

SALINAS

93906

9713

BANK OF AMERICA

3401 DALE ROAD

MODESTO

95356

(209) 549-8280

3200 SISK ROAD UNIT G

MODESTO

95356

9714

BANK OF AMERICA

590 EAST SHAW AVENUE

FRESNO

93710

(559) 445-7346

5048 N BLACKSTONE AVE #101

FRESNO

93710

9715

BANK OF AMERICA

303 NORTH “D” STREET

SAN BERNARDINO

92401

(909) 381-8400

798 INLAND CTR DR

SAN BERNARDINO

92408

9716

CHASE (JPMORGAN)

5041 NORTH 16TH STREET

PHOENIX

85016

(602) 589-4340

1945 E CAMELBACK RD SUITE D2

PHOENIX

85016

9717

CHASE (JPMORGAN)

12240 NORTH TATUM BLVD

PHOENIX

85032

(602) 261-5230

12847-B N TATUM BLVD

PHOENIX

85032

9718

BANK OF AMERICA

10 SANTA ROSA AVENUE

SANTA ROSA

95404

(707) 525-2303

1911 SANTA ROSA AVE

SANTA ROSA

95407

9719

BANK OF AMERICA

3555 EAST FOOTHILL BLVD

PASADENA

91107

(626) 304-3175

3867 FOOTHILL BLVD

PASADENA

91107

9720

BANK OF AMERICA

641 MALL RING CIRCLE

HENDERSON

89014

(702) 654-3100

1152 W SUNSET RD SUNSET PLZ

HENDERSON

89014

9721

BANK OF AMERICA

3800 MING AVENUE

BAKERSFIELD

93309

(661) 395-2117

3699 MING AVE MING PLAZA

BAKERSFIELD

93309

9722

CHASE (JPMORGAN)

6257 EAST BROADWAY BLVD

TUCSON

85711

(877) 226-5663

5700 E BROADWAY

TUSCON

85711

9723

BANK OF AMERICA

3730 SOUTH BRISTOL STRET

SANTA ANA

92704

(714) 973-8495

3638 S BRISTOL ST METRO TWN SQ

SANTA ANA

92704

9724

BANK OF AMERICA

941 NORTH TUSTIN

ORANGE

92867

(714) 778-7304

1302 N TUSTIN ST

ORANGE

92667

9726

BANK OF AMERICA

4801 W. CHARLESTON BLVD

LAS VEGAS

89193

(702) 654-4310

1705 S DECATUR BLVD

LAS VEGAS

89102

9727

BANK OF AMERICA

503 W. BENHOLT DRIVE

STOCKTON

95207

(209) 944-5277

5779 PACIFIC AVE SHERWOOD PLZ

STOCKTON

95207

9728

BANK OF AMERICA

4002 TACOMA MALL BLVD

TACOMA

98409

(800) 253-0784

2220 S 37TH ST METRO PLZ S-8

TACOMA

98409

9729

BANK OF AMERICA

384 SAN ANTONIO RD

MOUNTAIN VIEW

94040-1273

(650) 324-4433

4898 EL CAMINO REAL

LOS ALTOS

94022

9730

BANK OF AMERICA

2400 148TH AVE. NORTHEAST

REDMOND

98052

(206) 358-2410

14725 NE 20TH AVE STERNCO CTR

BELLEVUE

98007

9731

BANK OF AMERICA

4795 SOUTH MARYLAND PARKWAY

LAS VEGAS

89119

3993 S MARYLAND PKWY SUITE 101

LAS VEGAS

89119

9732

BANK OF AMERICA

401 N. HARBOR BLVD

FULLERTON

92832-1939

(714) 533-4470

1620 S HARBOR BLVD SUITE A

FULLERTON

92632

9733

BANK OF AMERICA

971 BLOSSOM HILL ROAD

SAN JOSE

95123

(408) 277-7730

882 BLOSSOM HILL RD K-MART CTR

SAN JOSE

95123

9734

BANK OF AMERICA

18 AUBURN WAY N

AUBURN

98002-5490

(253) 833-5310

1101 SUPERMALL WAY, 1069

AUBURN

98001

9735

BANK OF AMERICA

10101 SW WASHINGTON SQ RD

PORTLAND

97223

(503) 620-5515

8705 Sw Hall Blvd

Beaverton

97008

9736

BANK OF AMERICA

150 SO. CALIFORNIA AVENUE

W. COVINA

91790

(626) 854-8047

330 S VINCENT AVE

W COVINA

91790

9737

BANK OF AMERICA

1200 FAIRMONT DRIVE

SAN LEANDRO

94578

(510) 614-6150

15099 HESPERIAN BLVD SUITE E&F

SAN LEANDRO

94578

9738

BANK OF AMERICA

11501 SANTA MONICA BLVD

LOS ANGELES

90025

(310) 996-7811

1845 WESTWOOD BLVD

W LOS ANGELES

90025

9739

CHASE (JPMORGAN)

3939 NORTH ORACLE ROAD

TUCSON

85705

(877) 226-5663

4055 N ORACLE RD SUITE 101

TUSCON

85705

9742

BANK OF AMERICA

30 E WELLESLEY AVE

SPOKANE

99207

(509) 353-6066

6010 N DIVISION ST

SPOKANE

99208

9743

BANK OF AMERICA

111 W 10th STREET

TRACY

95376

(209) 836-0944

1005 PESCADARO AVE SUITE 179

TRACY

95376

9744

BANK OF AMERICA

71-799 HIGHWAY 111

RANCHO MIRAGE

92270

(760) 341-4781

72216 HWY 111 SUITES F5 & F6

PALM DESERT

92260

9745

BANK OF AMERICA

2495 E. LAKESHORE DR

LAKE ELSINORE

92530-4446

(909) 679-6818

17600 COLLIER AVE SUITE H184

LAKE ELSINORE

92530

9746

BANK OF AMERICA

4705 SILVA

LAKEWOOD

90712

(562) 663-0525

5195 LAKEWOOD BLVD

LAKEWOOD

90712

9747

BANK OF AMERICA

1275 ROSECRANS DRIVE

SAN DIEGO

92106

2990 MIDWAY DR ROSECRANS CTR

SAN DIEGO

92110

9748

BANK OF AMERICA

5541 SEPULVEDA BLVD

CULVER CITY

90230

(310) 397-7781

5592 S SEPULVEDA BLVD

CULVER CITY

90230

9752

BANK OF AMERICA

805 BROADWAY STREET

VANCOUVER

98660

1416 JANTZEN BEACH CENTER

PORTLAND

97217

9753

BANK OF AMERICA

39300 FREMONT BLVD

FREMONT

94538

(510) 795-4110

39121 FREMONT BLVD

FREMONT

94538

9756

BANK OF AMERICA

12682 ARMAGOSA ROAD

SOUTH VICTORVILLE

92392

(760) 843-6615

12544-B AMARGOSA ROAD

VICTORVILLE

92392

9757

BANK OF AMERICA

1288 LANCASTER DR NE

SALEM

97301

(503) 945-2194

1132 LANCASTER DRIVE NE

SALEM

97301

9759

BANK OF AMERICA

7198 STOCKTON BLVD

SACRAMENTO

95823

(916) 732-4276

6160 FLORIN ROAD SUITE B

SACRAMENTO

95823

9760

CHASE (JPMORGAN)

2528 WEST SOTHERN AVENUE

TEMPE

85282

(480) 890-6256

5000 ARIZONA MILLS CIRCLE

TEMPE

85282

9761

BANK OF AMERICA

5905 S. VIRGINIA ST

RENO

89502-6029

(775) 688-8900

5595 SOUTH VIRGINIA ST, SUITE A

RENO

89502

9768

BANK OF AMERICA

24740 VALLEY STREET

NEWHALL

91321-2640

(661) 253-4600

VALENCIA MARKET PL. 25640 THE OLD RD

VALENCIA

91381

9769

BANK OF AMERICA

2597 GEORGE BUSBEE PKWY

KENNESAW

30144

(770) 423-5177

440 BARRETT PKWY, SUITE 17

KENNESAW

30144

9775

BANK OF AMERICA

2500 HIGHLAND

JONESBORO

72401

(870) 933-4352

2108 SOUTH CARAWAY

JONESBORO

72401

9777

BANK OF AMERICA

4041 LYNN COURT DRIVE

INDEPENDENCE

64055

(816) 979-6119

14300 EAST 42ND AVENUE

INDEPENDENCE

64055

9778

BANK OF AMERICA

3410 WEST CHANDLER BLVD

CHANDLER

85226

(480) 224-2021

2560 W CHANDLER BLVD, SUITE 5

CHANDLER

85224

9780

CHASE (JPMORGAN)

4889 HOUSTON ROAD

FLORENCE

41042

(859) 647-6300

VILLAGE AT THE MALL, 7634 MALL RD

FLORENCE

41042

9782

BANK OF AMERICA

503 CROSS CREEK MALL

FAYETTEVILLE

28303

(910) 864-2020

1916 SKIBO RD SUITE 341

FAYETTEVILLE

28314

9783

BANK OF AMERICA

1391 SILAS CREEK ROAD PKWAY PLAZA

WINSTON SALEM

27127

(336) 805-3468

3272 SILAS CREEK PKWAY UNIT 33/34

WINSTON-SALEM

27127

9785

BANK OF AMERICA

765 Stillwater Ave

Bangor

04401

(800) 841-4000

37 Bangor Mall Blvd

Bangor

04401

9787

BANK OF AMERICA

11262 LOS ALAMITOS BLVD

LOS ALAMITOS

90720

(562) 624-4425

7601 CARSON BLVD.

LONG BEACH

90808

9788

BANK OF AMERICA

130 EMERALD SQUARE MALL

N. ATTLEBORO

2760

(508) 643-1182

1400 S. WASHINGTON ST. UNIT 3

N. ATTLEBORO

02760

9789

BANK OF AMERICA

1855 NORTH OXNARD BLVD

OXNARD

93030

(805) 278-4511

301 WEST ESPLANADE DRIVE

OXNARD

93030

9790

BANK OF AMERICA

1447 NEW BRITAIN AVE

WEST HARTFORD

06110

(860) 523-6151

1457 NEW BRITAIN AVENUE

WEST HARTFORD

06110

9791

BANK OF AMERICA

1729 WEST BROADWAY, SUITE 15

COLUMBIA

65203

(573) 876-6353

2101 WEST BROADWAY SUITE EE

COLUMBIA

65203

9792

US BANK

4004 NORTHWEST BLVD

DAVENPORT

52806

902 WEST KIMBERLY ROAD

DAVENPORT

52806

9793

US BANK

4444 1st Avenue NE

Cedar Rapids

52402

1392 TWIXT TOWN ROAD

MARION

52302

9794

FIRST TENNESSEE

2066 N. HIGHLAND AVENUE

JACKSON

38305

(731) 660-7355

50 OLD HICKORY EAST BLVD

JACKSON

38305

9795

BANK OF AMERICA

23831 EL TORO

LAKE FOREST

92630

(949) 951-4024

24261 AVENIDA DE LA CARLOTA

LAGUNA HILLS

92653

9796

BANK OF AMERICA

15332 AURORA AVENUE NORTH

SHORELINE

98133

(206) 585-5715

15819 WESTMINSTER WAY NORTH

SEATTLE

98133

9797

BANK OF AMERICA

10297 MAGNOLIA AVENUE

RIVERSIDE

92504

(909) 781-3312

10113 HOLE AVENUE

RIVERSIDE

92503

9798

BANK OF AMERICA

198 WEST MAIN STREET

EL CAJON

92020

(619) 401-1930

700 N JOHNSON AVE SUITE A

EL CAJON

92020

9799

CHASE (JPMORGAN)

505 D STREET

SOUTH CHARLESTON

25303

(304) 744-1835

90 RHL BLVD

SOUTH CHARLESTON

25309

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


8		CM Accts by Name		8/17/2010

Exhibit 7.1

Direct Deposit Accounts

STORE NO.

Bank_Name

BANK_ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT
# ***

ACH ROUTING
# ***

DEP. ROUTING
# ***

STORE_ADDRESS

CITY

ZIP

9800

CHASE (JPMORGAN)

8283 SOUTH QUEBEC STREET

ENGLEWOOD

80112

(303) 244-5310

9078 WESTVIEW RD., SUITE 100

LONE TREE

80124

9801

BANK OF AMERICA

10900 SEMINOLE BLVD

LARGO

33778

10357 ULMERTON ROAD

LARGO

33771

9802

BANK OF AMERICA

1101 Woodland Road

Wyomissing

19610

(800) 841-4000

2733 Papermill Rd

Wyomissing

19610

9804

BANK OF AMERICA

495 Union Street, Space 1000

Waterbury

06706

(800) 841-4000

945 Wolcott St

Waterbury

06705

9805

CHASE (JPMORGAN)

3265 WEST MARKET STREET, SUITE 80

AKRON

44333

(330) 972-1930

3737 W. MARKET ST. UNIT L

FAIRLAWN

44333

9806

CHASE (JPMORGAN)

1400 WOODLOCH FOREST DRIVE

THE WOODLANDS

77380

(713) 751-6100

19075 I-45 SOUTH, SUITE 400, Portofino Center

SHENANDOAH

77385

9807

CHASE (JPMORGAN)

4960 FAIRMONT PKWY

PASADENA

77505

(713) 751-6100

5579 FAIRMONT PKWY

PASADENA

77505

9808

CHASE (JPMORGAN)

1757 WEST FULLERTON

CHICAGO

60614

(773) 880-1376

1730 W.FULLERTON AVENUE UNIT 22

CHICAGO

60614

9809

BANK OF AMERICA

10600 CAMPUS WAY SOUTH

UPPER MARLBORO

20772

BLVD AT CAPITAL CENTRE, 900 G CAPITAL CENTER BLVD, SUITE D103

LARGO

20774

9810

CHASE (JPMORGAN)

575 SOUTH RANDALL ROAD

ST. CHARLES

60134

(630) 377-0808

962 SOUTH RANDALL RD. UNIT B

ST. CHARLES

60174

9811

BANK OF AMERICA

3321 NW FEDERAL HIGHWAY

JENSEN BEACH

34994

(772) 692-7821

2800NW FEDERAL HIGHWAY

STUART

34994

9812

CHASE (JPMORGAN)

8151 SOUTH COTTAGE GROVE

CHICAGO

60619

(773) 651-4762

8658 SOUTH COTTAGE GROVE AVENUE, Chatham Village Square

CHICAGO

60619

9813

BANK OF AMERICA

2330 WEST OREGON AVENUE

PHILADELPHIA

19145

QUARTERMASTER PLAZA, 2306 OREGON AVENUE, SPACE F-3

PHILADELPHIA

19141

9814

BANK OF AMERICA

1188 GALLERIA BLVD

ROSEVILLE

95678

916-781-4582

CREEKSIDE TOWN CENTER, 1208 GALLERIA BLVD, STE 150

ROSEVILLE

95678

9815

BANK OF AMERICA

9080 KIMBERLY BLVD

BOCA RATON

33434

561-470-1029

8903 GLADES ROAD, BAY #L-5/6

BOCA RATON

33434

9816

BANK OF AMERICA

192 PATTERSON PLANK ROAD

CARLSTADT

07072

89 ROUTE 17 SOUTH

EAST RUTHERFORD

07073

9817

BANK OF AMERICA

7805 GUNN HIGHWAY

TAMPA

33626

(813) 792-0342

8015 CITRUS PARK DRIVE

TAMPA

32828

9818

CHASE (JPMORGAN)

4200 DEMPSTER

SKOKIE

60076

(847) 674-1323

9410-A SKOKIE BLVD

SKOKIE

60077

9819

AM SOUTH BANK

3920 AIRPORT BLVD

MOBILE

36608

251-434-3060

LLANFAIR SHOPPING CENTER, 3750 AIRPORT BLVD

MOBILE

36608

9820

BANK OF AMERICA

8320 NORTH OAK TRAFFICWAY

KANSAS CITY

64155

8401 NORTH MERCIER STREET

KANSAS CITY

64115

9821

BANK OF AMERICA

3220 188TH STREET, SW

LYNNWOOD

98037

19220 ALDERWOOD MALL PKWY, SUITE 130

LYNNWOOD

98036

9822

BANK OF AMERICA

500 CHESTERFIELD CENTER DRIVE

CHESTERFIELD

63017

17227 CHESTERFIELD AIRPORT ROAD, SPACE 203

CHESTERFIELD

63005

9823

BANK OF AMERICA

1704 NM HWY 528

ALBUQUERQUE

87111

10260 COORS BYPASS NW, SUITE B

ALBUQUERQUE

87114

9826

BANK OF AMERICA

2 BETHANY ROAD

HAZLET

07730

2872 HIGHWAY 35 SOUTH

HAZLET

07730

9828

BANK OF AMERICA

27489 YNEZ ROAD

TEMECULA

92591

40620 WINCHESTER ROAD, SUITE A

TEMECULA

92591

9829

CITIZENS BANK

1 NORTH MAIN STREET

GREENSBURG

15601

724-832-5900

WESTMORELAND MALL, 998 EAST PITTSBURGH STREET, SUITE A

GREENSBURG

15601

9831

BANK OF AMERICA

728 MASSABESIC STREET

MANCHESTER

03103

TJ MAXX PLAZA, 18 MARCH AVENUE

MANCHESTER

03103

9832

CHASE (JPMORGAN)

320 NORTH NEW ROAD

WACO

76710

(254) 776-9500

2448 WEST LOOP 340

WACO

76711

9833

BANK OF AMERICA

201 EAST 11TH AVENUE

EUGENE

97401

1125-A VALLEY RIVER DRIVE

EUGENE

97401

9834

BANK OF AMERICA

5038 WEST AVENUE NORTH

PALMDALE

93551

AMARGOSA COMMONS, 39445 TENTH STREET WEST, SUITE E

PALMDALE

93551

9835

BANK OF AMERICA

749 MAIN STREET

HYANNIS

02601

CAPETOWN PLAZA, 790 LYANNOUGH ROAD, SUITE 22A

HYANNIS

02601

9837

BANK OF AMERICA

33 NEW MONTGOMERY STREET

SAN FRANCISCO

94105

570 MARKET STREET

SAN FRANCISCO

94104

9838

BANK OF AMERICA

315 WASHINGTON STREET

BOSTON

02105

419 WASHINGTON STREET

BOSTON

02108

9840

CHASE BANK

3783 VETERANS BLVD

METAIRIE

70002

(504) 455-9728

3750 VETERANS MEMORIAL BLVD

METAIRIE

70002

9841

BANK OF AMERICA

1601 EAST OAKLAND PARK BLVD

OAKLAND PARK

33334

(954) 568-4392

2365 NE 26TH ST WALGREENS PLZ

FT. LAUDERDALE

33305

9842

US BANK

10990 DOWNEY AVE

DOWNEY

90241

12136 LAKEWOOD BLVD

DOWNEY

90242

9843

US BANK

151 ANDOVER PARK E

SEATTLE

98188

17401 SOUTH CENTER PARKWAY, SUITE 141

TUKWILA

98188

9844

BANK OF AMERICA

700 ALAFAYA TRAIL

ORLANDO

32828

(407) 381-3980

464 N. ALAFAYA TRAIL, SUITE 109

ORLANDO

32828

***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


8		CM Accts by Name		8/17/2010

Exhibit 7.2

Credit Card Arrangements

Merchant Services Bankcard Agreement, by and among Casual Male Retail Group, Inc.(“Casual Male”), The Chase Manhattan Bank and Chase Merchant Services, L.L.C.

The Casual Male entities operate under credit card arrangements with Chase Merchant Services, L.L.C. as follows:

•

Visa

•

MasterCard

•

American Express

•

Discover

Merchant Services Bankcard Agreement, by and among Casual Male and Household Bank.

Casual Male entities operate under credit card arrangements with Household Bank with respect to a Private Label Credit Card for its Casual Male XL stores and Rochester Big & Tall stores.

EXHIBIT 16.1

ASSIGNMENT AND ACCEPTANCE

Dated:

Effective Date:

Re:

Fifth Amended and Restated Loan and Security Agreement dated December , 2006 (the “Loan Agreement”) between Bank of America, N.A., as Collateral Agent and Administrative Agent for a syndicate of Revolving Credit Lenders and a syndicate of Last Out Revolving Lenders (collectively, the “Lenders”) referenced therein and the Lenders, on the one hand, and Casual Male Retail Group, Inc., as Borrowers’ Representative for itself and certain related entities, and each of those related entities, on the other. (Terms used herein which are defined in the Loan Agreement have the same meaning herein as in the Loan Agreement).


Agreement By and Between:
		(The “Assignor”) and
		(The “Assignee”)


Wire Address for Assignee:

		ABA #:
		Account #:
		Attn:

Notice Address for Assignee:


		Attn:
		Fax:

1. ASSIGNMENT AND ASSUMPTION: The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, as of the Effective Date, the following portion (the “Assigned Commitment”) of the Assignor’s interest in the Credit Facilities:

[Revolving Credit Percentage Commitment/ Last Out Revolving Commitment Percentage] : %

[Revolving Credit Dollar Commitment/Last Out Revolving Credit Dollar Commitment] : $ .

2. EFFECTIVE DATE: For purposes of this Assignment and Acceptance, the “Effective Date” is that date endorsed above by the Administrative Agent (which may be up to five (5) Business Days after the last to occur of the execution of this Assignment and Assumption by the Assignor and the Assignee; the assent of the Administrative Agent; the obtaining of any other consent required by the Loan Agreement; and the payment of any requisite processing fee.

3. REPRESENTATIONS BY ASSIGNOR: The Assignor represents that as of the Effective Date:

(a) The Assignor is the legal and beneficial owner of the interest being assigned hereby free and clear of any liens and encumbrances.

(b) The principal balance due to the Assignor on account of the [Revolving Credit Note/Last Out Revolving Note] held by the Assignor is $ .

4. EXCLUSION OF WARRANTIES BY ASSIGNOR: The Assignor:

(a) Makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto or hereto.

(b) Makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any other Person primarily or secondarily liable in respect of any of the Liabilities, or the performance or observance by the Borrower Representative or any Borrower or any other Person primarily or secondarily liable in respect of any of the Liabilities of any of their obligations under any Loan Documents or any other instrument or document furnished pursuant hereto or thereto.

(c) Attaches the [Revolving Credit Note/Last Out Revolving Note] of which the Assignor is the holder and requests that the Administrative Agent cause the Borrowers’ exchange of such Note for new [Revolving Credit Notes/ Last Out Revolving Notes] payable to the Assignor and the Assignee reflecting the assignment referenced above.

5. ASSIGNEE’S REPRESENTATIONS WARRANTIES AND AGREEMENTS: The Assignee:

(a) Confirms that it has received a copy of the Loan Agreement (and any amendment thereto), the most recent financial statements then to have been delivered pursuant to the Loan Agreement, and such other documents and information as the Assignee has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance.

(b) Confirms and represents that, independently and without reliance upon the Assignor, the Administrative Agent, or any other [Revolving Credit Lender/Last Out Revolving Lender] and based on such documents and information as the Assignee deems appropriate, has made such Person’s own credit decision to join in the credit facility contemplated by the Loan Documents and to become a [“Revolving Credit Lender”/“Last Out Revolving Lender”].

(c) Confirms and represents that the Assignee will continue to make such Person’s own credit decisions in taking or not taking action under the Loan Agreement and other Loan Documents independently and without reliance upon the Assignor, the Administrative Agent or any other [Revolving Credit Lender/Last Out Revolving Lender] and based on such documents and information as the Assignee shall deem appropriate at the time.

(d) Appoints and authorizes the Administrative Agent to take such action on behalf of the Assignee and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto.

(e) Agrees that the Assignee will perform, in accordance with their terms, all of the obligations which, by the terms of the Loan Agreement and all other Loan Documents are required to be performed by it as a [“Revolving Credit Lender”/“Last Out Revolving Lender”] as if the Assignee had been a signatory thereto and to any amendments thereof.

(f) Represents and warrants that it is legally authorized to enter into this Assignment and Acceptance and to perform its obligations hereunder, under the Loan Agreement and under the Loan Documents.

6. EFFECT OF ASSIGNMENT AND ASSUMPTION: Following delivery, acceptance and recording by the Agent of this Assignment and Acceptance, from and after the Effective Date:

(a) The Assignee shall be a party to the Loan Agreement and the other Loan Documents (and any amendments thereto) and to the extent of the Assigned Commitment, have the rights and obligations of a [Revolving Credit Lender/Last Out Revolving Lender] thereunder.

(b) The Assignor shall be released from the Assignee’s obligations under the Loan Agreement and the other Loan Documents to the extent of the Assigned Commitment.

(c) The Agent shall make all payments in respect of the interest in the [Revolving Credit Loans/Last Out Revolving Loans] assigned hereby (including payments of principal, interest, and applicable fees) to the Assignee.

(d) The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the Administrative Agent or with respect to the making of this assignment directly between themselves.

7. MASSACHUSETTS LAW: This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of The Commonwealth of Massachusetts (without giving effect to the conflicts of laws principles thereof).

[Signature Page Follows]

IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Assignment and Acceptance to be executed on its behalf by its officer thereunto duly authorized, as of the date first above written.


ASSIGNOR			ASSIGNEE

By:		By:
Title:		Title:

			CONSENT

	The Administrative Agent hereby approves the foregoing assignment.

			BANK OF AMERICA, N.A.
			Administrative Agent

		By

Equipment Security Note No. 17608-70001 to the Master Loan & Security Agreement

Exhibit 10.3

LOGO


Banc of America Leasing & Capital, LLC		Equipment Security Note Number 17608-70001

This Equipment Security Note No. 17608-70001, dated as of July 20, 2007 (this “Equipment Note”), is entered into pursuant to and incorporates by this reference all of the terms and provisions of that certain Master Loan and Security Agreement No. 17608-70000 dated as of July 20, 2007 (the “Master Agreement”), by and between Banc of America Leasing & Capital, LLC (“Lender”) and Casual Male Retail Group, Inc. (“Borrower”). All capitalized terms used herein and not defined herein shall have the respective meanings assigned to such terms in the Master Agreement. If any provision of this Equipment Note conflicts with any provision of the Master Agreement, the provisions contained in this Equipment Note shall prevail. Borrower hereby authorizes Lender to insert the serial numbers and other identification data of the Equipment, dates, and other omitted factual matters or descriptions in this Equipment Note.

The occurrence of an “Event of Default,” as defined in the Master Agreement, shall entitle Lender to accelerate the maturity of this Equipment Note and to declare the Prepayment Amount to be immediately due and payable, and to proceed at once to exercise each and every one of the remedies provided in the Master Agreement or otherwise available at law or in equity. All of Borrower’s Obligations under this Equipment Note are absolute and unconditional, and shall not be subject to any offset or deduction whatsoever. Borrower waives any right to assert, by way of counterclaim or affirmative defense in any action to enforce Borrower’s Obligations hereunder, any claim whatsoever against Lender.

1. Equipment Financed; Equipment Location; Grant of Security Interest. Subject to the terms and provisions of the Master Agreement and as provided herein, Lender is providing financing in the principal amount described in Section 2 below to Borrower in connection with the acquisition or financing of the following described Equipment:


Quantity	Description	Serial Number	Cost
		See Exhibit A attached hereto

Location of Equipment. The Equipment will be located or (in the case of over-the-road vehicles) based at the following locations:


Location	Address	City	County	State	ZIP
			See Exhibit B attached hereto

Borrower has agreed and does hereby grant a security interest in and to the Equipment and the Collateral related thereto, whether now owned or hereafter acquired and wherever located, in order to secure the payment and performance of all Obligations owing to Lender, including but not limited to this Equipment Note, all as more particularly provided in the Master Agreement. Lender’s agreement to provide the financing contemplated herein shall be subject to the satisfaction of all conditions established by Lender and Lender’s prior receipt of all required documentation in form and substance satisfactory to Lender in its sole discretion.

2. Payments. For value received, Borrower promises to pay to the order of Lender, the principal amount of $17,375,631.94, together with interest thereon as provided herein. This Equipment Note shall be payable by Borrower to Lender in 48 consecutive monthly, installments of principal and interest (the “Payments”) commencing on August 20, 2007 (the “Initial Payment”) and continuing thereafter through and including July 20, 2011 (the “Maturity Date”) (collectively, the “Equipment Note Term”). Each Payment shall be in the amount provided below, and due and payable on the same day of the month as the Initial Payment set forth above in each succeeding payment period (each, a “Payment Date”) during Equipment Note Term. All interest hereunder shall be calculated on the basis of a year of 360 days comprised of 12 months of 30 days each. The final Payment due and payable on the Maturity Date shall in any event be equal to the entire outstanding and unpaid principal amount of this Equipment Note, together with all accrued and unpaid interest, charges and other amounts owing hereunder and under the Master Agreement.

(a) Interest Rate.

Interest shall accrue on the entire principal amount of this Equipment Note outstanding for any calendar month or portion thereof, at a per annum rate of interest equal to (i) one and ⁷⁵/100 percent (1.75%) plus the rate of interest equal to the “average of interbank offered rates for dollar deposits in the London Market based on quotations of sixteen (16) major banks” for a term of 30 days as published in the Wall Street Journal under a heading entitled “Money Rates, London Interbank Offered Rates (LIBOR)” or any future or substitute heading, on the fifteenth day of the month preceding the Payment Date for the applicable Payment, or (ii) if less, the highest rate of interest permitted by applicable law (the “Interest Rate”).

Page 1 of 2

(b) Payment Amount.

The amount of each Payment shall consist of $361,992.33 of principal, plus all interest accrued at the Interest Rate.

3. Prepayment The outstanding principal balance of this Equipment Note may be prepaid in whole or part at any time, together with interest and late charges accrued through the date of the prepayment, provided that such prepayment shall be accompanied by a prepayment charge calculated as follows: one percent (1%) of the amount of the prepaid if such prepayment occurs during the period from the date of this Equipment Note to the first anniversary hereof; one-half percent (0.5%) of the amount prepaid if such prepayment occurs during the period commencing on the first day after the first anniversary hereof and continuing through the second anniversary hereof; and no prepayment charge if such prepayment occurs thereafter. Partial prepayments shall be applied against principal installments in their inverse order of maturity. A prepayment charge will not be due if this Equipment Note is refinanced with the Lender.

4. Borrower Acknowledgements. Upon delivery and acceptance of the Equipment, Borrower shall execute this Equipment Note evidencing the amounts financed by Lender in respect of such Equipment and the Payments of principal and interest hereunder. By its execution and delivery of this Equipment Note, Borrower:

(a)

reaffirms of all of Borrower’s representations, warranties and covenants as set forth in the Master Agreement and represents and warrants that no Default or Event of Default under the Master Agreement exists as of the date hereof;

(b)

represents, warrants and agrees that: (i) the Equipment has been delivered and is in an operating condition and performing the operation for which it is intended to the satisfaction of Borrower; (ii) each item of Equipment has been unconditionally accepted by Borrower for all purposes under the Master Agreement and this Equipment Note; and (iii) there has been no material adverse change in the operations, business, properties or condition, financial or otherwise, of Borrower since May 5, 2007;

(c)

authorizes and directs Lender to advance the principal amount of this Equipment Note to reimburse Borrower or pay Vendors all or a portion of the purchase price of Equipment in accordance with Vendors’ invoices therefor, receipt and approval of which are hereby reaffirmed by Borrower; and

(d)

agrees that Borrower is absolutely and unconditionally obligated to pay Lender all Payments at the times and in the manner set forth herein.


BANC OF AMERICA LEASING & CAPITAL, LLC		Borrower: CASUAL MALE RETAIL GROUP, INC.

By:	/S/ DAVID R. COURNOYER	By:	/S/ DENNIS R. HERNREICH
Printed Name: Title:	David R. Cournoyer Senior Vice President	Printed Name: Title:	Dennis R. Hernreich Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer

Page 2 of 2

Exhibit 10.3a

Exhibit A to Equipment Security Note No. 17608-70001


Location:		555 Turnpike Street, Canton, MA 02021
		(Corporate Headquarters)

		DESCRIPTION

		MARKETING-MAC Desktop PC’s
		MARKETING-MAC Desktop PC’s
		INNOVATIVE-AS400 Redundant Power Supplies
		ATRION-CISCO Router
		ATLANTIC TECH-ECOMETRY HP 3000 Computer System
		SERVER CONSOLIDATION - HP Servers
		NETWORKED INFO-CISCO Core Switch
		EAST COAST TELECOM-Voice Mail System
		PC MALL-PRODUCT SOURCING SYS - HP Servers
		PC MALL/INTERN’L COMP- HP Servers
		PC EQUIPMENT - HW
		PC EQUIPMENT - HW

Location:		555 Turnpike Street, Canton, MA 02021
		(Warehouse)

		CONVEYCO PROJECT - Automated Sortation System
		SPARE PARTS & TOTES FOR SORTERS
		CONVEYCO TECH - CONVEYOR
		FORKLIFTS
		TED THORSEN-LADDER TRUCKS
		CONVEYCO - Double-deck shelving picking mezzanine
		CONVEYCO-CAT EXPANSION PROJ
		CHISWICK-WORKBENCH CATALOG EXPANS
		CONVEYCO-MEZZANINE LINES
		CONVEYCO-PALLET GATES

Location:		In all of a portion of the Store Locations as set forth on Exhibit B attached hereto

		MEGAPATH DSL INSTALLS
		POS/CRM HW - POS Registers
		NSB-Register Signature Capture Devices
		STORE PRINTER REPLACEMENTS
		PLAY-MUSIC SYSTEM
		XL SIGNAGE
		INTERIOR REBRANDING

Casual Male Retail Group, Inc.

/S/ DENNIS R. HERNREICH

By: DENNIS R. HERNREICH

Title: EVP,COO,CFO

Exhibit 10.3b

EXHIBIT B EQUIPMENT SECURITY NOTE NO. 17608-70001

STORE

LOCATION

CENTER NAME

ADDRESS1

ADDRESS 2

CITY, ST

ZIP CODE

ROCHESTER BIG & TALL

5000

SAN FRANCISCO, CA

700 MISSION STREET

SAN FRANCISCO, CA

94103

5001

SAN JOSE, CA

319 S. WINCHESTER BLVD

SAN JOSE, CA

5003

FRESNO, CA

GALLERY PLAZA SHOPPING CENTER

350 E. SHAW AVENUE

FRESNO, CA

93710

5005

SAN MATEO, CA

3580-3590 EL CAMINO REAL

SAN MATEO, CA

5008

BEVERLY HILLS, CA

9737 WILLSHIRE BLVD., SUITE 100-E

BEVERLY HILLS, CA

5011

CHICAGO, IL

840 N. MICHIGAN AVENUE

CHICAGO, IL

5012

BOSTON, MA

339 BOYLSTON STREET

BOSTON, MA

02116

5013

NEW YORK, NY

1301 AVENUE OF THE AMERICAS

NEW YORK, NY

5014

DALLAS, TX

11661 PRESTON FOREST VILLAGE RD. STE 101

DALLAS, TX

5015

ATLANTA, GA

3157 PEACHTREE ROAD

ATLANTA, GA

5016

WASHINGTON, DC

1101 CONNECTICUT AVENUE NW

WASHINGTON, DC

5017

DETROIT, MI

LATHRUP VILLAGE SHOPPING CTR.

26300 SOUTHFIELD ROAD

DETROIT, MI

5018

LONDON, UK

90 BROMPTON ROAD

LONDON, UK

SW3 1ER

5020

HOUSTON, TX

UPTOWN COLLECTION

5393-A WESTHEIMER

HOUSTON, TX

77056

5022

COSTA MESA, CA

901-H SOUTH COAST DRIVE

COSTA MESA, CA

5023

DENVER, CO

2770 E. 2ND AVENUE

DENVER, CO

80206

5025

MIAMI, FL

LOEHMANN’S FASHION ISLAND

BISCAYNE (US1) & NE 187TH STREET

MIAMI, FL

5026

LAS VEGAS, NV

3910 S. MARYLAND PARKWAY

LAS VEGAS, NV

89119

5027

PHOENIX, AZ

3240 EAST CAMELBACK ROAD

PHOENIX, AZ

85018

5028

SEATTLE, WA

1801 5TH AVENUE

SEATTLE, WA

5029

MANHASSET, NY

1625 NORTHERN BOULEVARD

MANHASSET, NY

11030

5031

NATICK, MA

1400 WORCESTER STREET

NATICK, MA

01760

5088

SAN FRANCISCO, CA

625 HOWARD STREET

SAN FRANCISCO, CA

5101

WALNUT CREEK, CA

1337 NORTH MAIN STREET

WALNUT CREEK, CA

5102

SACRAMENTO, CA

1740 ARDEN WAY

SUITE 2

SACRAMENTO, CA

5103

BOCA RATON, FL

TOWNE PLAZA

2301 GLADES ROAD, BAY 700

BOCA RATON, FL

33431

5395

SAN FRANCISCO, CA -OFFICE

625 HOWARD STREET

SAN FRANCISCO, CA -OFFICE

5401

CENTRAL VALLEY, NY

WOODBURY COMMON PREMIUM OUTLET

202 RED APPLE COURT

CENTRAL VALLEY, NY

10917

CASUAL MALE XL

9052

OMAHA, NE

CLOCKTOWER SC

605 NORTH 98TH STREET

OMAHA, NE

68114

9053

OVERLAND PARK, KS

8721 METCALF AVENUE

OVERLAND PARK, KS

66212

9054

VERNON HILLS, IL

445 EAST TOWNLINE ROAD

VERNON HILLS, IL

60061

9055

COLUMBUS, OH

KENNY CENTRE

1113 KENNY CENTRE

COLUMBUS, OH

43220

9056

MEMPHIS, TN

EASTGATE SC

847 S. WHITE STATION ROAD

MEMPHIS, TN

38117

9058

RICHMOND HEIGHTS, MO

1026 SOUTH BRENTWOOD BLVD.

RICHMOND HEIGHTS, MO

63117

9059

SOUTHFIELD, MI

25000 SOUTHFIELD ROAD

SOUTHFIELD, MI

48075

9060

ALLEN PARK, MI

FAIRLANE GREEN SHOPPING CENTER

3480 FAIRLANE DRIVE

ALLEN PARK, MI

48101

9063

NOVI (DETROIT), MI

NOVI TOWN CENTER

43115 CRESCENT BLVD.

NOVI (DETROIT), MI

48375

9064

STERLING HEIGHTS, MI

13967 LAKESIDE CIRCLE

STERLING HEIGHTS, MI

48313

9066

TOTOWA, NJ

540 US HIGHWAY 46

TOTOWA, NJ

07512

9067

MENLO PARK, NJ

236 LAFAYETTE AVENUE

MENLO PARK, NJ

08837

9068

TAMPA, FL

SHOPPES OF CARROLLWOOD

14354 N. DALE MABRY HIGHWAY

TAMPA, FL

33618

9069

ORLANDO, FL

SKYVIEW PLAZA

7939 S. ORANGE BLOSSOM TRAIL

ORLANDO, FL

32809

9070

ROCKVILLE, MD

11503A ROCKVILLE PIKE

ROCKVILLE, MD

20852

9071

MESA, AZ

POCA FIESTA

1110 W. SOUTHERN AVE., #A18

MESA, AZ

85210

9072

MESQUITE, TX

MESQUITE CROSSING

1725 NORTH TOWN EAST BLVD., SUITE 205

MESQUITE, TX

75150

9073

PLANO, TX

COLLIN CREEK CROSSING

1025 N. CENTRAL EXPRESSWAY

PLANO, TX

75075

9074

HOUSTON, TX

I-10 GESSNER PLACE

1005 GESSNER

HOUSTON, TX

77055

Page 1 of 10

STORE

LOCATION

CENTER NAME

ADDRESS1

ADDRESS 2

CITY, ST

ZIP CODE

9075

HOUSTON, TX

SHARPSTOWN PLAZA

7115 SOUTHWEST FREEWAY

HOUSTON, TX

77074

9076

ARLINGTON, TX

ARLINGTON TOWNE CENTER

4100 S. COOPER STREET

ARLINGTON, TX

76015

9080

ESCONDIDO, CA

PLAZA LAS PALMAS

1004 WEST VALLEY PARKWAY #23

ESCONDIDO, CA

92025

9081

GLENDALE, CA

340 N. GLENDALE AVENUE, #340

GLENDALE, CA

91206

9082

NORTHRIDGE, CA

NORDHOFF PLAZA

19422 NORDHOFF STREET

NORTHRIDGE, CA

91324

9083

SAN ANTONIO, TX

HUEBNER OAKS SC

11075 IH-10 WEST SUITE 302

SAN ANTONIO, TX

78230

9084

COLUMBIA, MD

THE MALL IN COLUMBIA

10300 LITTLE PATUXENT PKWY, SPACE #1870

COLUMBIA, MD

21044

9102

EAST HAVEN, CT

96 FRONTAGE ROAD

EAST HAVEN, CT

06512-

9103

FAIRFIELD, CT

FAIRFIELD WOODS PLAZA

2367 BLACK ROCK TURNPIKE

FAIRFIELD, CT

06825-

9105

WARWICK, RI

800 BALD HILL ROAD

WARWICK, RI

02893

9106

ALEXANDRIA, VA

PLAZA AT LANDMARK

6222 LITTLE RIVER TURNPIKE

ALEXANDRIA, VA

22312-

9108

LATHRUP VILLAGE, MI

LATHRUP VILLAGE SHOPPING CTR.

26740 SOUTHFIELD ROAD

LATHRUP VILLAGE, MI

48076-

9112

NORTH DARTMOUTH, MA

K MART SHOPPING CENTER

FAUNCE CORNER ROAD

NORTH DARTMOUTH, MA

02747-

9114

OKLAHOMA CITY, OK

WALNUT SQUARE SHOPPING CENTER

2209 S.W. 74TH ST., SUITE 318

OKLAHOMA CITY, OK

73159-

9117

TYNGSBORO, MA

TJ MAXX PLAZA

440 MIDDLESEX ROAD

TYNGSBORO, MA

01879-1021

9119

HOMETOWN, IL

FOUR CITIES PLAZA

8735 SOUTH CICERO AVE

HOMETOWN, IL

60456-1018

9120

OAKBROOK TERRACE, IL

JRC PLAZA WEST

17 W. 480 22ND ST.

OAKBROOK TERRACE, IL

60181

9121

PHILADELPHIA, PA

2715 S. FRONT STREET #6

PHILADELPHIA, PA

19148-

9123

HAMPTON, VA

RIVERDALE CENTER SHOPPING CEN.

1044 W. MERCURY BLVD.

HAMPTON, VA

23666-

9124

WETHERSFIELD, CT

1138 SILAS DEANE HIGHWAY

WETHERSFIELD, CT

16109-

9127

GREENWOOD, IN

GREENWOOD SHOPPES SHOPPING CTR

884 NORTH U.S. 31

GREENWOOD, IN

46142-

9131

TONAWANDA, NY

MARVIN GARDENS PLAZA

1228-1230 NIAGARA FALLS BLVD.

TONAWANDA, NY

14150-

9133

CHARLOTTE, NC

5030 EAST INDEPENDENCE BLVD

CHARLOTTE, NC

28212

9137

COLUMBIA, SC

THE OUTLET POINT

125 OUTLET POINT BLVD

COLUMBIA, SC

29210-

9139

CHARLESTON, SC

NORTH RIVERS MARKET SUITE 1440

7800 RIVERS AVENUE

SUITE 1440

CHARLESTON, SC

29406-4016

9142

HANOVER, MA

HANOVER SHOPPING CENTER

1410 WASHINGTON STREET

HANOVER, MA

02339-

9144

WEST SPRINGFIELD, MA

CENTURY PLAZA

223-227 MEMORIAL AVENUE

WEST SPRINGFIELD, MA

01089-

9149

ALBANY, NY

WOLF ROAD SHOPPERS PARK

110 WOLF ROAD

ALBANY, NY

12205-

9155

OKLAHOMA CITY, OK

PENN SQUARE

3617 NORTHWEST EXPRESSWAY

OKLAHOMA CITY, OK

73132-

9157

NASHVILLE, TN

RIVERGATE SQUARE

1596 GALLATIN PIKE NORTH

NASHVILLE, TN

37115-

9160

DEDHAM, MA*

735 PROVIDENCE HIGHWAY

DEDHAM, MA*

02026-

9161

SAUGUS, MA

87 BROADWAY

SAUGUS, MA

01906-

9165

IRVING, TX

GRANDE SHOPPING CENTER

2608 NORTH BELTLINE ROAD

IRVING, TX

75062-

9168

GROTON, CT

GROTON FASHION PLAZA

984 POQUONNOCK RD., ROUTE 12

GROTON, CT

06340-

9171

MERRILLVILLE, IN

THE CROSSINGS AT HOBART, IN

2217A EAST 80TH AVENUE

MERRILLVILLE, IN

46410-

9172

ORLANDO, FL

SHOPPES OF INTERNATIONALE PL

5728 INTERNATIONAL DR.

ORLANDO, FL

32819

9174

HENRIETTA, NY

SOUTHTOWN PLAZA

3333 WEST HENRIETTA ROAD

HENRIETTA, NY

14623

9175

MILFORD, CT

1501 BOSTON POST ROAD

MILFORD, CT

06460

9176

GREENSBORO, NC

ED KELLY PLAZA

3806-A HIGH POINT RD., SPACE G

GREENSBORO, NC

27407-

9177

INDIANAPOLIS, IN

LAFAYETTE SHOPPES

4664 WEST 38TH STREET

INDIANAPOLIS, IN

46254-

9178

NORFOLK, VA

VIRGINIA BEACH BLVD SHOPPES

6109 E. VIRGINIA BEACH BLVD., SUITE C

NORFOLK, VA

23502-

9180

PARAMUS, NJ*

443 ROUTE 17 SOUTH

PARAMUS, NJ*

07652-

9181

BALTIMORE, MD

MONTGOMERY WARD PLAZA

6217 BALTIMORE NATIONAL PIKE

BALTIMORE, MD

21228-

9182

NORRIDGE, IL

GAP SHOPPING CENTER

4151 NO. HARLEM AVE.

NORRIDGE, IL

60656-

9183

NILES, IL

9517 NO. MILWAUKEE AVE.

NILES, IL

60714

9184

REDFORD TOWNSHIP, MI

9189 TELEGRAPH ROAD

REDFORD TOWNSHIP, MI

48239-

9185

MEDFORD, MA

FELLSWAY SHOPPING PLAZA

686 FELLS WAY

MEDFORD, MA

02155-

9186

UNION, NJ

2456 U.S. HIGHWAY 22

UNION, NJ

07083-

9187

ROSEVILLE, MN

ROSEWOOD SC

2195B SNELLING AVENUE SOUTH

ROSEVILLE, MN

55113

9190

GREENFIELD, WI

KOPP SHOPPING CENTER

4751 SOUTH 76TH STREET

GREENFIELD, WI

53220-

9191

SALEM, NH

346 SO. BROADWAY

SALEM, NH

03079-

9193

CENTEREACH, NY

2049 MIDDLE COUNTRY RD.

CENTEREACH, NY

11720-

9194

BROOKFIELD, WI

BROWNSTONES SHOPPING CENTER

17430-17680 W. BLUEMOUND ROAD, #11

BROOKFIELD, WI

53005

9195

ST. ANN, MO

3535 N. LINDBERGH AVE.

ST. ANN, MO

63074-

Page 2 of 10

STORE

LOCATION

CENTER NAME

ADDRESS1

ADDRESS 2

CITY, ST

ZIP CODE

9196

MAPLEWOOD, MN

TOWN CENTER OF MAPLEWOOD

1845 COUNTY ROAD D

MAPLEWOOD, MN

55109-

9197

BURLINGTON, MA

BURLINGTON CROSS ROADS

34 CAMBRIDGE STREET, SPACE #9

BURLINGTON, MA

01803-

9199

TOMS RIVER, NJ

BEY LEA PLAZA

HOOPER AVENUE

TOMS RIVER, NJ

08753

9200

CHICAGO, IL

ADDISON MALL

2949 WEST ADDISON STREET

CHICAGO, IL

60618-

9201

RICHFIELD, MN

RICHFIELD SHOPPES SOUTH

6601 NICOLLET AVENUE SOUTH

RICHFIELD, MN

55423-

9204

NANUET, NY

ROCKLAND SHOPPING CENTER

23 ROCKLAND CENTER

NANUET, NY

10954-

9205

MISHAWAKA, IN

INDIAN RIDGE PLAZA

5776 GRAPE ROAD

MISHAWAKA, IN

46545-

9206

WESTLAND, MI

WESTWAY PLAZA

35592 WEST WARREN ROAD

WESTLAND, MI

48185-

9207

YONKERS, NY

2369 CENTRAL PARK AVENUE

YONKERS, NY

10710-

9208

ANN ARBOR, MI

3576 WASHTENAW AVE., SUITE B

ANN ARBOR, MI

48104-

9209

PONTIAC, MI

9 NORTH TELEGRAPH ROAD

PONTIAC, MI

48328

9210

EVERGREEN PARK, IL

EVERGREEN PARK COMMONS

2637 WEST 95TH STREET

EVERGREEN PARK, IL

60642-

9211

BROOKLYN, NY

2435 FLATBUSH AVENUE

BROOKLYN, NY

11234-

9213

LANGHORNE, PA

OUTLET AT OXFORD VALLEY

EAST LINCOLN HWY, U.S. RTE. 1

LANGHORNE, PA

19047-

9214

MADISON HEIGHTS, MI

MADISON SHOPPING CENTER

100 WEST 12 MILE ROAD

MADISON HEIGHTS, MI

48071-2416

9217

COLUMBUS, OH

SANCUS RETAIL CENTER

1154 POLARIS PARKWAY

COLUMBUS, OH

43240

9220

NORTH OLMSTEAD, OH

25180 LORAIN ROAD

NORTH OLMSTEAD, OH

44070

9221

ANTIOCH, TN

5295 HICKORY HOLLOW PARKWAY

ANTIOCH, TN

37013

9223

WICHITA, KS

EASTGATE PLAZA

8303 EAST KELLOGG DRIVE

WICHITA, KS

67207

9224

SAGINAW, MI

4434 BAY ROAD

SAGINAW, MI

48603

9225

GLEN BURNIE, MD

CHESAPEAKE SQ. SHOPPING CTR.

6710 GOVERNOR RITCHIE HIGHWAY

GLEN BURNIE, MD

21061-2319

9227

SOUTHGATE, MI

18700 EUREKA ROAD

SOUTHGATE, MI

48195-

9229

LINCOLN, NE

REDWING PLAZA

101 SOUTH 48TH STREET

SUITE 4

LINCOLN, NE

68510-

9232

CANTON, OH

BELDEN WHIPPLE CENTER

5106 - 5108 WHIPPLE N.W.

CANTON, OH

44718-

9235

FLINT, MI

G4365 MILLER ROAD

FLINT, MI

48507-

9236

SPRINGFIELD TOWNSHIP, PA

220 BALTIMORE PIKE

SPRINGFIELD TOWNSHIP, PA

19064

9237

COLUMBUS, OH

EASTLAND SHOPPING CENTER

2577 SO. HAMILTON ROAD

COLUMBUS, OH

43232-

9241

GREENBELT, MD

GREENWAY CENTER

7565 GREENBELT RD.

GREENBELT, MD

20770

9247

WEST ST. PAUL, MN

1733 S. ROBERTS STREET

WEST ST. PAUL, MN

55118-

9250

FAIRVIEW HEIGHTS, IL

LINCOLN HIGHWAY

319 LINCOLN HWY.

FAIRVIEW HEIGHTS, IL

62208

9252

OMAHA, NE

CROSSROADS PLAZA SC

76TH & DODGE

OMAHA, NE

68114

9254

JOLIET, IL

LARKIN AVENUE

1359 N. LARKIN ST.

JOLIET, IL

60435

9256

LAWRENCE TOWNSHIP, NJ

3256 BRUNSWICK PIKE - ROUTE 1

LAWRENCE TOWNSHIP, NJ

08648

9257

NORTH RANDALL, OH

4755 NORTHFIELD ROAD

NORTH RANDALL, OH

44128-

9258

TOLEDO, OH

MONROE STREET PLAZA

5212 MONROE STREET

TOLEDO, OH

43623

9260

ERIE, PA

MILLCREEK SQUARE

7 MILLCREEK SQUARE

ERIE, PA

16565-

9267

INDIANAPOLIS, IN

WASHINGTON SHOPPES

10027 E. WASHINGTON STREET

INDIANAPOLIS, IN

46229-

9270

BLOOMINGTON, IL

LAKEWOOD PLAZA

1407 N. VETERAN’S PARKWAY

BLOOMINGTON, IL

61704-

9271

MATTESON, IL

ROSE PLAZA

4744 W. LINCOLN HWY.

MATTESON, IL

60443

9273

GRAND RAPIDS, MI

EAST PARIS SHOPPES

3931 28TH STREET S.E.

GRAND RAPIDS, MI

49512

9274

SPRINGFIELD, IL

2450 WABASH SPACE 101

SPRINGFIELD, IL

62704

9278

RICHMOND, VA

11003 MIDLOTHIAN TURNPIKE

RICHMOND, VA

23235

9280

PITTSBURGH, PA

4700 MCKNIGHT ROAD

PITTSBURGH, PA

15237

9286

HAMDEN, CT

PARKWAY PLAZA II

1819 DIXWELL AVENUE

HAMDEN, CT

06514

9291

WILMINGTON, NC

UNIVERSITY COMMONS SHOP CENTER

351 S. COLLEGE RD, SPACE D-19

WILMINGTON, NC

28403-1617

9292

POUGHKEEPSIE, NY

SOUTH ROAD SQUARE

804 SOUTH ROAD SQUARE

POUGHKEEPSIE, NY

12601-

9293

AKRON, OH

CHAPEL HILL SQUARE

1950 BUCHOLZER BLVD.

AKRON, OH

44310

9298

DOVER, DE

ROUTE 13 AT DOVER DOWNS

1037 N. DUPONT HWY.

DOVER, DE

19901

9299

BLAINE, MN

NORTHCOURT COMMONS #13

670 COUNTY ROAD 10 NE

BLAINE, MN

55432-

9302

LITTLE ROCK, AR

1216 S. UNIVERSITY AVENUE

LITTLE ROCK, AR

72204-

9306

WILKES BARRE, PA

TRIANGLE PLAZA

677 H. KIDDER STREET

WILKES BARRE, PA

18702

9309

DES MOINES, IA

UNIVERSITY PARK

8801 UNIVERSITY AVENUE

DES MOINES, IA

50325

9311

MONROEVILLE, PA

3832 WILLIAM PENN HWY.

MONROEVILLE, PA

15146-

9312

DANBURY, CT

PATHMARK SHOPPING CENTER

100 NEWTON-DANBURY ROAD

DANBURY, CT

06810

Page 3 of 10

STORE

LOCATION

CENTER NAME

ADDRESS1

ADDRESS 2

CITY, ST

ZIP CODE

9319

SIOUX FALLS, SD

GREENWAY MINI MALL

3500 W 41ST STREET

SIOUX FALLS, SD

57106-

9324

FARGO, ND

T.J. MAXX CENTER

4340 13TH AVE. SW

FARGO, ND

58103-

9326

MELROSE PARK, IL

WINSTON PLAZA SHOPPING CENTER

1254 NORTH AVENUE

MELROSE PARK, IL

60160-1012

9327

ROSEVILLE, MI

30160 GRATIOT AVENUE

ROSEVILLE, MI

48066-

9330

CARLE PLACE, NY

160 GLEN COVE ROAD UNIT #1

CARLE PLACE, NY

11514-

9331

ST. LOUIS, MO

7328 S. LINDBERGH BLVD.

ST. LOUIS, MO

63125-

9333

ST. PETERS, MO

4083 VETERANS MEMORIAL PKWY

ST. PETERS, MO

63376

9334

LANSING, IL

THE LANDINGS OF LANSING

16819 TORRENCE AVENUE

LANSING, IL

60438-

9336

SOUTH PORTLAND, ME

220 MAIN MALL ROAD

SOUTH PORTLAND, ME

04106-

9339

PATCHOGUE, NY

449-56 SUNRISE HWY. BLDG. K

PATCHOGUE, NY

11772-

9340

DISTRICT HEIGHTS, MD

PENN STATION SHOPPING CENTER

5736 SILVER HILL RD.

DISTRICT HEIGHTS, MD

20747-

9343

PITTSBURGH, PA

ROBINSON COURT

6528 STEUBENVILLE PIKE

PITTSBURGH, PA

15205

9345

RIVERTON, NJ

CINNAMINSON SHOPPING CENTER

CINNAMINSON AVE. & U.S. RT.130

RIVERTON, NJ

08077-

9347

TULSA, OK

8228 E. 61ST ST., SUITE 101

TULSA, OK

74133-

9348

YORK, PA

MAPLE VILLAGE II

970 LOUCKS RD.

YORK, PA

17404

9349

EVANSVILLE, IN

EASTLAND SHOPPES SHOPPING CTR

1530 N. GREEN RIVER ROAD - BLDG. A

EVANSVILLE, IN

47715

9351

CHATTANOOGA, TN

BRAINARD PARK

5799 BRAINARD ROAD

CHATTANOOGA, TN

37411-

9354

BATTLE CREEK, MI

MINGES BROOK MALL

5568 BECKLEY ROAD

BATTLE CREEK, MI

49015-

9356

HOUSTON, TX

6898 SOUTHWEST FREEWAY

HOUSTON, TX

77074-

9360

LANSING, MI

DELTA CENTER

5849 W. SAGINAW HWY.

LANSING, MI

48917-

9361

FORT WAYNE, IN

COLISEUM SHOPPES

501 COLISEUM BLVD. EAST

FORT WAYNE, IN

46805-

9363

BROOKLYN, NY

527 86TH STREET

BROOKLYN, NY

11209-

9365

HOUSTON, TX

THE COMMONS AT WILLOWBROOK

7592 FM 1960 WEST

HOUSTON, TX

77070

9366

HURST, TX

NORTHEAST SHOPPING CENTER

8704A AIRPORT FREEWAY

HURST, TX

76053-

9367

MASSAPEQUA, NY

5060A SUNRISE HWY.

MASSAPEQUA, NY

11762-

9368

COLUMBUS, OH

WEST BROAD CENTER

3659 W. BROAD STREET

COLUMBUS, OH

43228

9370

NORTH RIVERSIDE, IL

NORTH RIVERSIDE PLAZA

7341 25TH STREET

NORTH RIVERSIDE, IL

60546-

9371

DEPTFORD, NJ

DEPTFORD CROSSING SHOPPING CTR

CLEMENTS BRIDGE/ALMONESSON RD

DEPTFORD, NJ

60546

9374

BRONX, NY

BAY PLAZA SHOPPING CENTER

2094 BARTOW AVE. SPACE #2

BRONX, NY

10475-

9375

SPRINGDALE, OH

CASSINELLI SQUARE

129 E. KEMPER ROAD

SPRINGDALE, OH

45246-

9376

CINCINNATI, OH

KENWOOD CENTER

7324 KENWOOD ROAD

CINCINNATI, OH

45236

9377

INDIANAPOLIS, IN

CASTLETON SHOPPES

6024 EAST 82ND STREET

INDIANAPOLIS, IN

46250-

9378

BROWN DEER , WI

7817 W. BROWN DEER ROAD

BROWN DEER , WI

53223-

9379

SHREWSBURY, MA

WHITE CITY EAST SHOPPING CTR.

112 BOSTON TURNPIKE

SHREWSBURY, MA

01545

9380

WALDORF, MD

CONVENIENCE CENTER

3376 CRAIN HIGHWAY (ROUTE 301)

WALDORF, MD

20603

9381

LOUISVILLE, KY

7635 SHELBYVILLE ROAD

LOUISVILLE, KY

40222

9383

PHILADELPHIA, PA

ROOSEVELT MALL

2375 COTTMAN AVE.

PHILADELPHIA, PA

19149-

9384

MIAMISBURG, OH

7924 SPRINGBORO PIKE

MIAMISBURG, OH

45342-

9387

BOARDMAN, OH

926 BOARDMAN-POLAND RD.

BOARDMAN, OH

44512-

9388

STATEN ISLAND, NY

HEARTLAND SHOPPING PLAZA

2295 RICHMOND AVE.

STATEN ISLAND, NY

10314-

9390

DALLAS, TX

RED BIRD TOWERS

3209 W. CAMP WISDOM ROAD

DALLAS, TX

75237-2052

9391

WILMINGTON, DE

3924 KIRKWOOD HWY.

WILMINGTON, DE

19808-

9393

AMARILLO, TX

WOLFIN SQUARE

2217 I-40 WEST

AMARILLO, TX

79109-

9395

MENTOR, OH

7619 MENTOR AVENUE

MENTOR, OH

44060-

9396

KING OF PRUSSIA, PA

445 W. DEKALB PIKE - RTE. 202

KING OF PRUSSIA, PA

19406-

9397

HOUSTON, TX

WOOD FOREST SHOPPING CENTER

10911 EAST FREEWAY

HOUSTON, TX

77029-

9400

SECAUCUS, NJ

THE MALL AT MILL CREEK

ROUTE 3

SECAUCUS, NJ

07094-

9401

JOHNSON CITY, NY

310 REYNOLDS ROAD SUITE A

JOHNSON CITY, NY

13790

9402

SELMA, TX

THE FORUM AT OLYMPIA

8251 AGORA PARKWAY, SUITE 101

SELMA, TX

78154

9403

HOUSTON, TX

HUMBLEWOOD SHOPPING CENTER

19723 EASTEX FREEWAY

HIGHWAY 59

HOUSTON, TX

77338-

9404

LUBBOCK, TX

4408 50TH STREET

LUBBOCK, TX

79414-

9405

KNOXVILLE, TN

7834 KINGSTON PIKE

KNOXVILLE, TN

37919-

9406

PEORIA, IL

3526-3528 N. UNIVERSITY AVE.

PEORIA, IL

61604

9407

PINEVILLE, NC

THE CENTRUM

10610-D CENTRUM PARKWAY

PINEVILLE, NC

28134-

Page 4 of 10

STORE

LOCATION

CENTER NAME

ADDRESS1

ADDRESS 2

CITY, ST

ZIP CODE

9408

FAIRFAX, VA

GREENBRIAR TOWN CENTER

13061 LEE JACKSON MEMORIAL HWY

FAIRFAX, VA

22030-

9409

BURNSVILLE, MN

BURNSHAVEN STRIP CENTER

712 W. COUNTY ROAD #42

BURNSVILLE, MN

55337-

9411

PHILADELPHIA, PA

CITY LINE CENTRE

4500 CITY LINE AVE., BLDG. A

PHILADELPHIA, PA

19131-

9412

FRAMINGHAM, MA

PARK PLAZA

150 WORCESTER ROAD

FRAMINGHAM, MA

01701-

9413

SAN ANTONIO, TX

7334 SAN PEDRO BLVD.

SAN ANTONIO, TX

78216

9414

ALBUQUERQUE, NM

6601 MENUAL N.E.

ALBUQUERQUE, NM

87110

9415

VALLEY STREAM, NY

320 W. SUNRISE HWY.

VALLEY STREAM, NY

11581-

9416

BROOKLYN, NY

PENN PLAZA SHOPPING CENTER

1110 PENNSYLVANIA AVENUE

BROOKLYN, NY

11207

9417

CORPUS CHRISTI, TX

SOUTH POINT RETAIL CENTER

5118-C STAPLES STREET

CORPUS CHRISTI, TX

78411-

9419

LAREDO, TX

RIO NORTE SHOPPING CENTER

5504 SAN BERNADO AVE. STE. 100

LAREDO, TX

78041-

9420

BALTIMORE, MD

EASTPOINT MALL

7839 EASTPOINT MALL

BALTIMORE, MD

21224

9421

FORT WORTH, TX

4613 S. HULEN STREET

FORT WORTH, TX

76132

9422

DALLAS, TX

PRESTON VALLEY VIEW S.C.

13398 PRESTON ROAD

DALLAS, TX

75240-

9424

HARRISBURG, PA

4425 JONESTOWN ROAD

HARRISBURG, PA

17109

9426

WARREN, MI

1961 E. EIGHT MILE ROAD

WARREN, MI

48091-

9428

GRAND CHUTE

T.J. MAXX PLAZA

708 N. CASALOM DR., STE. 10

GRAND CHUTE

54915-

9429

EL PASO, TX

MISSION PLAZA

1111 HAWKINS BLVD.

EL PASO, TX

79925-

9430

GREENBURGH, NY

350 TARRYTOWN ROAD RTE 119

GREENBURGH, NY

10607-

9431

MONTGOMERY, AL

3984 EASTERN BLVD.

MONTGOMERY, AL

36116

9432

ORANGE PARK, FL

ORANGE PARK (JACKSONVILLE)

62 - 74 BLANDING BLVD.

ORANGE PARK, FL

32073

9433

JACKSONVILLE, FL

REGENCY POINTE S.C.

9402 ARLINGTON EXPRESSWAY

JACKSONVILLE, FL

32225-

9434

NORTH MIAMI, FL

THE PROMENADE SHOPS AT 163RD

1755 NE 163RD STREET

NORTH MIAMI, FL

33162

9435

STONE MOUNTAIN, GA

STONE MOUNTAIN SQUARE

5370 US HWY 78, SUITE 5

STONE MOUNTAIN, GA

30087-

9440

LINDEN, NJ

LINDEN SHOPPING CENTER

1601 WEST EDGAR RD/

LINDEN, NJ

07036

9441

VICTOR, NY

COBBLESTONE COURT

170 COBBLESTONE COURT DRIVE

VICTOR, NY

14564

9442

S BURLINGTON, VT

STAPLES PLAZA

861 WILLISTON ROAD

S BURLINGTON, VT

05403

9443

DENVER, CO

BOWLES CROSSING SHOPPING CTR.

5656 BOWLES CROSSING

DENVER, CO

80123

9444

SCRANTON, PA

BAYSHORE SHOPPING CENTER

RTE. 6 SCRANTON-CARBONDALE HWY

SCRANTON, PA

18505

9445

BAYSHORE L.I., NY

BAYSHORE SHOPPING CENTER

1757 SUNRISE HWY.

BAYSHORE L.I., NY

11706-

9447

CHERRY HILL, NJ

216 HADDONFIELD ROAD

CHERRY HILL, NJ

08002

9449

MANASSAS, VA

MANASSAS MALL

8372-8374 SUDLEY ROAD

MANASSAS, VA

22109

9451

SCHAUMBURG, IL

WOODFIELD VILLAGE GREEN S.C.

1400 GOLF ROAD

SCHAUMBURG, IL

60173-

9453

EATONTOWN, NJ

49 ROUTE 36 WEST

EATONTOWN, NJ

07724

9454

WHITEHALL, PA

2367 MACARTHUR ROAD

WHITEHALL, PA

18052-

9455

PORT HURON, MI

HORIZON OUTLET CENTER

1661 RANGE ROAD, SPACE B80

PORT HURON, MI

48074-

9456

CHEEKTOWAGA, NY

2130 WALDEN AVENUE

CHEEKTOWAGA, NY

14225

9457

DULUTH, MN

STONE RIDGE SHOPPING CENTER

913 W. CENTRAL ENTRANCE

DULUTH, MN

55811-

9458

LEDGEWOOD, NJ

288 RTE. 10 W

LEDGEWOOD, NJ

07876

9460

RICHMOND, VA

7111 W. BROAD STREET

RICHMOND, VA

23294

9461

E. BRUNSWICK, NJ

326 RTE. 18

E. BRUNSWICK, NJ

08816

9464

IRONDEQUOIT, NY

TOPS PLAZA

RIDGE ROAD EAST

IRONDEQUOIT, NY

14621

9465

MANSFIELD, OH

695 NO. LEXINGTON-SPRINGMILL

MANSFIELD, OH

44906-

9466

LAFAYETTE, IN

2128 SAGAMORE PKWY. SOUTH

LAFAYETTE, IN

47905

9468

GREEN BAY, WI

UNITED CENTER

2300 SOUTH ONEIDA

GREEN BAY, WI

54304

9469

MIDLAND, TX

4410 N. MIDKIFF ROAD

SUITE b-1

MIDLAND, TX

79705-

9470

LOUISVILLE, KY

BROWNFIELD SQ. SHOPPING CENTER

4815 OUTER LOOP BROWNSVILLE SQUARE

LOUISVILLE, KY

40219

9471

LAFAYETTE, LA

AMBASSADOR ROW SHOPPING CENTER

3501 AMBASSADOR CAFFERY

LAFAYETTE, LA

70503

9472

VIRGINIA BEACH, VA

NORTH MALL SHOPS

2704 LYNNHAVEN PARKWAY, S. 105

VIRGINIA BEACH, VA

23452-

9473

COLORADO SPRINGS, CO

CITADEL CROSSING

507 NORTH ACADEMY BOULEVARD

COLORADO SPRINGS, CO

80909

9477

HIALEAH, FL

PALM SPRINGS MILE S.C.

1001 W.49th St., SUITE 1

HIALEAH, FL

33012-

9478

BATON ROUGE, LA

9490 AIRLINE HIGHWAY

BATON ROUGE, LA

70815-

9482

BRANDON, FL

BRANDON TOWN CENTER

S.R. 60 & I-75 #100B

BRANDON, FL

33511-

9484

CHAMPAIGN, IL

WAL-MART PLAZA

1006 W. ANTHONY DR. SUITE A&B

CHAMPAIGN, IL

61820-

9486

AUSTIN, TX

ABORETUM SHOPPING CENTER

9705 RESEARCH BLVD HWY. 183

AUSTIN, TX

78759

Page 5 of 10

STORE

LOCATION

CENTER NAME

ADDRESS1

ADDRESS 2

CITY, ST

ZIP CODE

9487

SAN ANTONIO, TX

KINKO’S RETAIL CENTER

5755 N.W. LOOP 410 SUITE 103

SAN ANTONIO, TX

78238-

9488

LAKELAND, FL

VILLAGE PLAZA

4304 U.S. HIGHWAY 98 NORTH

LAKELAND, FL

33809-

9489

NAPERVILLE, IL

NAPERWEST PLAZA

618 SOUTH ROUTE 59, SUITE 112

NAPERVILLE, IL

60540-

9490

ALPHARETTA, GA

MANSELL CROSSING SHOPPING CEN.

7681 N. POINT PKWY., SUITE 500

ALPHARETTA, GA

30202-

9491

MIAMI, FL

9875 SO. DIXIE HIGHWAY

MIAMI, FL

33156-

9494

ALTAMONTE SPRINGS, FL

RENAISSANCE CENTRE

355 E. ALTAMONTE DR. #1000

ALTAMONTE SPRINGS, FL

32701-

9496

MONROE, MI

HORIZON OUTLET CENTER

1470 LAPLAISANCE RD.

MONROE, MI

48161

9497

BARBOURSVILLE, WV

HUNTINGTON MALL

MALL ROAD

BARBOURSVILLE, WV

25504-1834

9499

FLORENCE, SC

2590 DAVID MCLEOD BLVD.

FLORENCE, SC

29501-

9500

LEWISVILLE, TX

VISTA RIDGE VILLAGE

565 E. HIGHWAY 3040,SUITE# 201

LEWISVILLE, TX

75067-

9501

SPRINGFIELD, MO

1414 E. BATTLEFIELD

SPRINGFIELD, MO

65804-

9503

BLOOMFIELD, NJ

RICKELS SHOPPING CENTER

135 BLOOMFIELD AVE.

BLOOMFIELD, NJ

07003-

9504

LEXINGTON, KY

CROSSROADS PLAZA

3270 NICHOLASVILLE RD.

LEXINGTON, KY

40503

9505

RALEIGH, NC

6010 GLENWOOD AVENUE

RALEIGH, NC

27612

9506

ALTOONA, PA

PARK HILLS PLAZA

RT. 200 & PLANK RD

ALTOONA, PA

16602-

9507

CAMILLUS, NY

3514 W. GENESEE ST.

CAMILLUS, NY

13219-

9508

MUNCIE, IN

LYNDENBROOK PLAZA

3301 NORTH EVERBROOK LANE

MUNCIE, IN

47304-

9509

ANNAPOLIS, MD

2091 WEST STREET, PAROLE

ANNAPOLIS, MD

21401-

9510

DULUTH, GA

GWINNETT PLACE MALL

1950 PLEASANT HILL RD. STE. B

DULUTH, GA

30136-

9510

DULUTH, GA

1950 PLEASANT HILL RD. STE. B

DULUTH, GA

30136-

9512

BLOOMINGDALE, IL

STRATFORD PLAZA

158 SOUTH GARY STREET

BLOOMINGDALE, IL

60108-

9513

TOWSON, MD

YORK RIDGE CENTER N.

815 GOUCHER BLVD.

TOWSON, MD

21286

9516

FT. MYERS, FL

4455 CLEVELAND AVE.

FT. MYERS, FL

33901-

9517

MEMPHIS, TN

6326 WINCHESTER ROAD SUITE 1

MEMPHIS, TN

38115-

9518

ELMHURST, NY

89-55 QUEENS BLVD

ELMHURST, NY

11373-

9520

NILES, OH

GREAT EAST PLAZA

5555 YOUNGSTOWN/WARREN ROAD

NILES, OH

44446-

9521

AUGUSTA, GA

RICHMOND PLAZA

3435 WRIGHTSBORO ROAD #1206

AUGUSTA, GA

30909-

9522

SAVANNAH, GA

OGELTHORPE PLAZA

7929 ABERCORN ST., SUITE 640-650

SAVANNAH, GA

31406-3443

9523

WEST PALM BEACH, FL*

1990 N. MILITARY TRAIL

WEST PALM BEACH, FL*

33409-

9524

OCALA, FL

3558 SOUTH WEST COLLEGE ROAD

OCALA, FL

34474-

9525

TROTWOOD, OH

SALEM CENTER OUTLOT

5286 SALEM AVE., CTR. 103

TROTWOOD, OH

45426-

9526

BIRMINGHAM, AL

1707 MONTGOMERY HIGHWAY

BIRMINGHAM, AL

35244-

9527

MADISON, WI

STERLING CENTER

698 SOUTH WHITNEY WAY

MADISON, WI

53711-

9528

EAST NORTHPORT, NY

4199 EAST JERICHO TURNPIKE

EAST NORTHPORT, NY

11731-

9529

BRANSON, MO

FACTORY STORES OF AMERICA

4370 GRETNA ROAD, SUITE #2170

BRANSON, MO

65616-

9530

GREENVILLE, SC

2410 LAURENS ROAD

GREENVILLE, SC

29607-

9531

COLUMBIA, SC

MARSHBROOK PLAZA

7357 TWO NOTCH ROAD

COLUMBIA, SC

29223-

9533

SARASOTA, FL

4130 SOUTH TAMIAMI TRAIL

SARASOTA, FL

34231-

9534

SOMERVILLE, NJ

936 ROUTE 22 EAST

SOMERVILLE, NJ

08876-

9540

NEW YORK, NY

291 THIRD AVENUE

NEW YORK, NY

9541

PEMBROKE PINES, FL

BOULEVARD SQUARE SHOPPING CTR

11090 PINES BOULEVARD

PEMBROKE PINES, FL

33026-

9545

TYLER, TX

4217 SOUTH BROADWAY AVE

TYLER, TX

75701-

9546

WARRENTON, MO

WARRENTON OUTLET CENTER

1000 WARRENTON OUTLET CTR #39

WARRENTON, MO

63383-

9551

LAUDERDALE LAKES, FL

REEF PLAZA

3196 NORTH STATE ROAD

LAUDERDALE LAKES, FL

33319-

9554

FREDERICK, MD

CELLULARONE CENTER

1170 WEST PATRICK ST., S. G&H

FREDERICK, MD

21702-

9556

BOYNTON BEACH, FL

OAKWOOD SHOPPING CENTER

324 NORTH CONGRESS AVENUE

BOYNTON BEACH, FL

33426-

9557

WEST MIFFLIN, PA

2033 LEBANON CHURCH RD SUITE C

WEST MIFFLIN, PA

15122-

9564

OMAHA, NE

MONTCLAIR CENTER

13003 WEST CENTER ROAD, S. #28

OMAHA, NE

68144-

9567

DAYTONA BEACH, FL

2110 WEST INTL. SPEEDWAY

DAYTONA BEACH, FL

32114-

9568

ASHEVILLE, NC

64 TUNNEL ROAD

ASHEVILLE, NC

28805-

9569

FT. SMITH, AR

4803 ROGERS AVENUE

FT. SMITH, AR

72903-

9573

MANCHESTER, CT

PLAZA AT BUCKLAND HILLS

1470 PLEASANT VALLEY RD.

MANCHESTER, CT

06040

9574

HODGKINS, IL

THE QUARRY SHOPPING CENTER

9404 JOLIET ROAD

HODGKINS, IL

60525

9577

GREENVILLE, NC

UNIVERSITY COMMONS SHOP CENTER

3040 SOUTH EVANS STREET, #103

SUITE 103

GREENVILLE, NC

27834

Page 6 of 10

STORE

LOCATION

CENTER NAME

ADDRESS1

ADDRESS 2

CITY, ST

ZIP CODE

9581

HUNTSVILLE, AL

4710-B UNIVERSITY DRIVE

HUNTSVILLE, AL

35816

9583

WEST BERLIN, NJ

199 NORTH ROUTE 73, STE. A

SUITE A

WEST BERLIN, NJ

08091

9584

SMYRNA, GA

2778 COBB PARKWAY

SMYRNA, GA

30339

9587

GLENDALE, CO

320 SOUTH COLORADO BOULEVARD

GLENDALE, CO

80246

9589

ROANOKE, VA

1919 VALLEY VIEW BLVD., NW

ROANOKE, VA

24012

9591

WILLOW GROVE, PA

311 WEST MORELAND RD

WILLOW GROVE, PA

19090

9592

BOWLING GREEN, KY

2522 SCOTTSVILLE ROAD

SUITE B

BOWLING GREEN, KY

42104

9595

JACKSON, MS

COUNTY LINE PLAZA

1039 EAST COUNTY LINE ROAD

SUITE A

JACKSON, MS

39211

9596

WOODBURY, MN

8362 TAMARACK VILLAGE

SUITES 117
& 118

WOODBURY, MN

55125

9601

CHARLOTTESVILLE, VA

1711A&B SEMINOLE TRAIL

CHARLOTTESVILLE, VA

22901

9602

BRONX, NY

MODELLS PLAZA

945 WHITE PLAIN ROAD

BRONX, NY

10473

9604

ORLAND PARK, IL

SECOND CENTURY PLAZA

9396 WEST 159TH STREET

ORLAND PARK, IL

60462

9606

OLATHE, KS

20700 WEST 151ST STREET

OLATHE, KS

66061

9610

ROCKFORD, IL

6376 EAST STATE STREET

ROCKFORD, IL

61108

9612

HOUSTON, TX

WESTGATE SHOPPING CENTER

19504 KATY FREEWAY

HOUSTON, TX

77094

9613

WESTMINSTER, CO

8725 SHERIDAN BLVD. (UNIT B)

WESTMINSTER, CO

80030

9617

MORROW, GA

SOUTH POINT SHOPPING CENTER

6715 JONESBORO ROAD, STE. H

MORROW, GA

30260

9618

MAY’S LANDING, NJ

WRANGLE CONSUMER SQUARE

430 CONSUMER SQUARE

MAY’S LANDING, NJ

08330

9620

GAINESVILLE, FL

BUTLER PLAZA EAST

3600 SW ARCHER ROAD , #A1

GAINESVILLE, FL

32608

9621

AUSTIN, TX

SUNSET VALLEY VILLAGE

5601 BRODIE LANE

AUSTIN, TX

78745

9622

PENSACOLA, FL

7000 N. DAVIS HIGHWAY

UNIT A

PENSACOLA, FL

32504

9623

TOPEKA, KS

WANAMAKER 21 SHOPPING CENTER

1930 SOUTH WEST WANAMAKER RD.

SUITE E

TOPEKA, KS

66614

9624

FREDERICKSBURG, VA

3200 PLANK ROAD

FREDERICKSBURG, VA

22407

9625

WEBSTER, TX

BAYBROOK GATEWAY S.C.

1041 WEST BAY AREA BLVD.

WEBSTER, TX

77598

9627

JOHNSON CREEK, WI

JOHNSON CREEK OUTLET CENTER

622 WEST LINMAR LANE SUITE D25

JOHNSON CREEK, WI

53038

9674

BURBANK, OH

PRIME OUTLETS AT LODI

9911 AVON LAKE ROAD, STE 315

BURBANK, OH

44214

9676

GONZALES, LA

TANGER OUTLET

2400 TANGER BOULEVARD, STE 152

GONZALES, LA

70737

9677

BOSSIER CITY, LA

LOUISIANA BOARDWALK

640 BOARDWALK BLVD

BOSSIER CITY, LA

71111

9680

TULARE, CA

HORIZON OUTLET CENTER - TULARE

1483 RETHERFORD STREET

D040

TULARE, CA

93274

9683

JACKSON, NJ

JACKSON OUTLET CENTER

537 MONMOUTH RD, SPACE 322

JACKSON, NJ

9685

COMMERCE, CA

CITADEL OUTLETS

100 CITADEL DRIVE, SUITE 660

COMMERCE, CA

90040

9686

MICHIGAN CITY, IN

LIGHTHOUSE PLACE PREMIUM OUTLE

1740 LIGHTHOUSE PLACE

UNIT Q040

MICHIGAN CITY, IN

46360

9687

GILROY, CA

GILROY PREMIUM OUTLETS

8155 ARROYO CIRCLE, SPACE #A018

GILROY, CA

95020

9689

ALLEN, TX

ALLEN PREMIUM OUTLETS

820 WEST STACY ROAD, SUITE 330

ALLEN, TX

75013

9690

LAUGHLIN, NV

HORIZON OUTLET CENTER

1955 SOUTH CASINO DRIVE, SUITE 207

LAUGHLIN, NV

89029

9701

WOODLAND HILLS, CA

6433 CANOGA AVE

WOODLAND HILLS, CA

91367-

9702

PHOENIX, AZ

2860 W. PEORIA AVENUE

PHOENIX, AZ

85029-

9703

LAWNDALE, CA

16129 S. HAWTHORNE BLVD #F

LAWNDALE, CA

90260-

9704

DALY CITY, CA

ALTO SERRAMONTE SHOPPING CENTR

350 GILBERT BOULEVARD

DALY CITY, CA

94015

9705

SAN JOSE, CA

STEVEN’S CREEK BLVD.

3136 STEVEN’S CREEK BLVD.

SAN JOSE, CA

95117

9706

UPLAND, CA

MOUNTAIN SQ. SHOPPING CENTER

358/366 S. MOUNTAIN AVE

UPLAND, CA

91786-

9708

PLEASANT HILL, CA

675 CONTRA COSTA BLVD.

PLEASANT HILL, CA

94523

9709

EMERYVILLE, CA

1151 40TH STREET

EMERYVILLE, CA

94608-

9710

SACRAMENTO, CA

MARKET SQUARE

1745 & 1749A ARDEN WAY

SACRAMENTO, CA

95815-

9711

DUBLIN, CA

8000 AMADOR VALLEY BLVD.

DUBLIN, CA

94568-

9712

SALINAS, CA

NORTHRIDGE MALL

776 NORTHRIDGE MALL

SALINAS, CA

93906-

9713

MODESTO, CA

3200 SISK ROAD #G

MODESTO, CA

95356-

9714

FRESNO, CA

CIRCUT CITY SHOPPING CENTER

5048 N. BLACKSTONE AVE

FRESNO, CA

93710-

9715

SAN BERNARDINO, CA

798 INLAND CENTER DRIVE

SAN BERNARDINO, CA

92408

9716

PHOENIX, AZ

CAMELBACK COLONNADE

1945 E. CAMELBACK ROAD

SUITE D2

PHOENIX, AZ

85016-

9717

PHOENIX, AZ

VILLAGE FAIR SHOPPING CENTER

12847 N. TATUM BLVD.

PHOENIX, AZ

80532-

9718

SANTA ROSA, CA

1911 SANTA ROSA AVENUE

SANTA ROSA, CA

95407-

9719

PASADENA, CA

HASTING RANCH PLAZA

3867 FOOTHILL BOULEVARD

PASADENA, CA

91107-

9720

HENDERSON, NV

SUNSET PLAZA

1152 W. SUNSET RD

HENDERSON, NV

89014-

Page 7 of 10

STORE

LOCATION

CENTER NAME

ADDRESS1

ADDRESS 2

CITY, ST

ZIP CODE

9721

BAKERSFIELD, CA

3699 MING AVE

BAKERSFIELD, CA

93309-

9722

TUCSON, AZ

5700 E. BROADWAY

TUCSON, AZ

85711-

9723

SANTA ANA, CA

METRO TOWN SQUARE

3638 SOUTH BRISTOL STREET

SANTA ANA, CA

92704-

9724

ORANGE, CA

1302 N. TUSTIN STREET

ORANGE, CA

92667-

9726

LAS VEGAS, NV

1705 S. DECATUR BLVD.

LAS VEGAS, NV

89102-

9727

STOCKTON, CA

5756 PACIFIC AVENUE

STOCKTON, CA

95207

9728

TACOMA, WA

METRO PLAZA

2220 S. 37TH STREET, SUITE#8

TACOMA, WA

98409-

9729

LOS ALTOS, CA

4898 EL CAMINO REAL

LOS ALTOS, CA

94022-

9730

BELLEVUE, WA

STERNCO CENTER

14725 NORTH EAST 20TH AVE

BELLEVUE, WA

98007-

9731

LAS VEGAS, NV

MARYLAND CROSSINGS

3993 S. MARYLAND CROSSINGS #101

LAS VEGAS, NV

89119-

9732

FULLERTON, CA

1620 S. HARBOR BLVD., SUITE A

FULLERTON, CA

92632-

9733

SAN JOSE, CA

K-MART CTR/882 BLOSSOM HILL RD

SAN JOSE, CA

95123-

9734

AUBURN, WA

SUPERMALL OF THE GREAT N-WEST

1101 SUPERMALL WAY

AUBURN, WA

98001-

9735

BEAVERTON, OR

8705 SOUTH WEST HALL BLVD

BEAVERTON, OR

97008-

9736

WEST COVINA, CA

330 SOUTH VINCENT AVE.

WEST COVINA, CA

91790-

9737

SAN LEANDRO, CA

15099 HESPERIAN BLVD

SAN LEANDRO, CA

94578-

9738

LOS ANGELES, CA

1845 WESTWOOD BLVD

LOS ANGELES, CA

90025-

9739

TUCSON, AZ

4055 NORTH ORACLE ROAD #101

TUCSON, AZ

85705-

9742

SPOKANE, WA*

THE GREAT MALL OF THE BAY AREA

N-6010 DIVISION ST

SPOKANE, WA*

99208-

9743

TRACY, CA

TRACY OUTLET CENTER

1005 PESCADARO AVE-SUITE 179

TRACY, CA

95376-

9744

PALM DESERT, CA

72216 HIGHWAY 111, STE F5,F6

PALM DESERT, CA

92260-

9745

LAKE ELSINORE, CA

LAKE ELSINORE OUTLETS

17600 COLLIER AVENUE SUITE H184

LAKE ELSINORE, CA

92530

9746

LAKEWOOD, CA

LAKEWOOD SQUARE S C

5195 LAKEWOOD BLVD

LAKEWOOD, CA

90712-

9747

SAN DIEGO, CA

ROSECRANS CTR

2990 MIDWAY DRIVE

SAN DIEGO, CA

92110-

9748

CULVER CITY, CA

5592 S. SEPULVEDA BLVD.

CULVER CITY, CA

90230

9752

PORTLAND, OR

JANTZEN BEACH SUPERCENTER

1416 JANTZEN BEACH CENTER

PORTLAND, OR

97217

9753

FREMONT, CA

39121 FREMONT BOULEVARD

FREMONT, CA

94538

9756

VICTORVILLE, CA

12544-B AMARGOSA ROAD

VICTORVILLE, CA

92392

9757

SALEM, OR

1132 LANCASTER DRIVE, NE

SALEM, OR

97301

9759

SACRAMENTO, CA

6160 FLORIN ROAD - SUITE B

SACRAMENTO, CA

95823

9760

TEMPE, AZ

ARIZONA MILLS

5000 ARIZONA MILLS CIRCLE

SUITE 613

TEMPE, AZ

85282

9761

RENO, NV

5595 SOUTH VIRGINIA STREET - SUITE A

RENO, NV

89502

9768

VALENCIA, CA

VALENCIA MARKETPLACE SC

25640 THE OLD ROAD

VALENCIA, CA

91381

9769

KENNESAW, GA

MAIN STREET AT TOWN CENTER

440 BARRETT PARKWAY, SUITE 17

KENNESAW, GA

30144

9775

JONESBORO, AR

HIGHLAND SQUARE SC

2108 SOUTH CARAWAY

JONESBORO, AR

72401

9777

INDEPENDENCE, MO

MARKETPLACE SHOPPING CENTER

14300 EAST 42ND AVENUE

INDEPENDENCE, MO

64055

9778

CHANDLER, AZ

CHANDLER FESTIVAL

2560 WEST CHANDLER BOULEVARD, SUITE 5

CHANDLER, AZ

85224

9780

FLORENCE, KY

VILLAGE AT THE MALL

7634 MALL ROAD

FLORENCE, KY

41042

9782

FAYETTEVILLE, NC

1916 SKIBO ROAD, SUITE 341

FAYETTEVILLE, NC

28314-

9783

WINSTON-SALEM, NC

SILAS CREEK CROSSING SC

3272 SILAS CREEK PARKWAY

WINSTON-SALEM, NC

27103

9787

LONG BEACH, CA

LONG BEACH TOWNE CENTER

7601 CARSON BOULEVARD

LONG BEACH, CA

90808

9788

NORTH ATTLEBORO, MA

NORTH ATTLEBORO MARKETPLACE

1400 SOUTH WASHINGTON STREET

NORTH ATTLEBORO, MA

02760

9789

OXNARD, CA

301 W. ESPLANADE DRIVE

OXNARD, CA

93030

9790

WEST HARTFORD, CT

CORBINS CORNER

1457 NEW BRITAIN AVENUE

WEST HARTFORD, CT

06110

9791

COLUMBIA, MO

CROSSROADS WEST SC

2101 W. BROADWAY

COLUMBIA, MO

65203

9792

DAVENPORT, IA

VILLAGE SC

902 WEST KIMBERLY ROAD

DAVENPORT, IA

52806

9793

MARION, IA

COLLINS ROAD SQUARE

1392 TWIXT TOWN ROAD

MARION, IA

52302

9794

JACKSON, TN

JACKSON PLAZA SC

50 OLD HICKORY EAST BLVD.

JACKSON, TN

38305

9796

SEATTLE, WA

AURORA SQUARE

15819 WESTMINSTER WAY NORTH

SEATTLE, WA

98133

9797

RIVERSIDE, CA

OFF THE MALL

10113 HOLE AVENUE

RIVERSIDE, CA

92503

9798

EL CAJON, CA

HACIENDA SQUARE SC

700 N. JOHNSON AVENUE, SUITE 1

EL CAJON, CA

92020

9799

SOUTH CHARLESTON, WV

TRACE FORK SHOPPING CENTER

90 RHL BOULEVARD

SOUTH CHARLESTON, WV

25309

9800

LONE TREE, CO

9078 WESTVIEW ROAD

STE 100

LONE TREE, CO

80124

9801

LARGO, FL

10359 ULMERTON ROAD

LARGO, FL

33771

Page 8 of 10

STORE

LOCATION

CENTER NAME

ADDRESS1

ADDRESS 2

CITY, ST

ZIP CODE

9802

WYOMISSING, PA

BROADCASTING SQUARE SC

2733 PAPERMILL ROAD, STE X-15

WYOMISSING, PA

19610

9804

WATERBURY, CT

945 WOLCOTT STREET

WATERBURY, CT

06705

9805

FAIRLAWN, OH

SHOPS OF FAIRLAWN

3737 WEST MARKET STREET, UNIT L

FAIRLAWN, OH

44333

9806

SHENANDOAH, TX

PORTOFINO SHOPPING CENTER

19075 INTERSTATE 45 SOUTH, STE 400

SHENANDOAH, TX

77385

9807

PASADENA, TX

FAIRWAY CENTRE

5579 FAIRMONT PARKWAY

PASADENA, TX

77505

9808

CHICAGO, IL

RIVERPOINT CENTER

1730 WEST FULLERTON AVENUE, UNIT 22

CHICAGO, IL

60614

9809

LARGO, MD

BOULEVARD AT THE CAPITAL

900 CAPITAL CENTER BLVD, UNIT G

LARGO, MD

20774

9810

ST. CHARLES, IL

RANDALL BRICHER CENTER

962 SOUTH RANDALL ROAD, UNITE B

ST. CHARLES, IL

60174

9811

STUART, FL

2790 NW FEDERAL HIGHWAY

STUART, FL

34994

9812

CHICAGO, IL

CHATHAM VILLAGE SQUARE

8658 SOUTH COTTAGE GROVE AVENUE

CHICAGO, IL

60619

9813

PHILADELPHIA, PA

QUARTERMASTER PLAZA

2306 WEST OREGON AVENUE, SPACE F-3

PHILADELPHIA, PA

19145

9814

ROSEVILLE, CA

CREEKSIDE TOWN CENTER

1208 GALLERIA BOULEVARD, STE 150

ROSEVILLE, CA

95678

9815

BOCA RATON, FL

SOMERSET SHOPPES

8903 GLADES ROAD, BAY #L-5/6

BOCA RATON, FL

33434

9816

EAST RUTHERFORD, NJ

89 ROUTE 17 SOUTH

EAST RUTHERFORD, NJ

07073

9817

TAMPA, FL

8015 CITRUS PARK DRIVE

TAMPA, FL

33625

9818

SKOKIE, IL

SKOKIE FASHION SQUARE

9410-A SKOKIE BOULEVARD

SKOKIE, IL

60077

9819

MOBILE, AL

LLANFAIR SHOPPING CENTER

3750 AIRPORT BOULEVARD

MOBILE, AL

36608

9820

KANSAS CITY, MO

BARRY TOWNE

8401A NORTH MERCIER STREET

KANSAS CITY, MO

64155

9821

LYNNWOOD, WA

ALDERWOOD PARKWAY RETAIL BLDG

19220 ALDERWOOD MALL PARKWAY, STE 130

LYNNWOOD, WA

98036

9822

CHESTERFIELD, MO

CHESTERFIELD COMMONS VILLAGE

17227 CHESTERFIELD AIRPORT ROAD, #203

CHESTERFIELD, MO

63005

9823

ALBUQUERQUE, NM

PLAZA AT COTTONWOOD

10260 COORS BYPASS NW, SUITE B

ALBUQUERQUE, NM

87114

9826

HAZLET, NJ

2872 HIGHWAY 35 SOUTH

HAZLET, NJ

07730

9828

TEMECULA, CA

PROMENADE MALL

40620 WINCHESTER ROAD, SUITE A

TEMECULA, CA

92591-5504

9829

GREENSBURG, PA

WESTMORELAND MALL

5240 ROUTE 30

GREENSBURG, PA

15601

9831

MANCHESTER, NH

TJ MAXX PLAZA

18 MARCH AVENUE

MANCHESTER, NH

03103

9832

WACO, TX

CENTER TEXAS MARKETPLACE

2448 WEST LOOP 340, SUITE 27

WACO, TX

76711

9833

EUGENE, OR

VALLEY RIVER CENTER

1125-A VALLEY RIVER DRIVE

EUGENE, OR

97401

9834

PALMDALE, CA

AMARGOSA COMMONS

39445 10TH STREET WEST, SUITE E

PALMDALE, CA

93551

9835

HYANNIS, MA

CAPETOWN PLAZA

790 IYANOUGH RD., SUITE 22A

HYANNIS, MA

02601

9837

SAN FRANCISCO, CA

570 MARKET STREET

SAN FRANCISCO, CA

94104-5401

9838

BOSTON, MA

419 WASHINGTON STREET

BOSTON, MA

02108

9840

METAIRIE, LA

3750 VETERANS MEMORIAL BLVD

METAIRIE, LA

70002-

9841

FORT LAUDERDALE, FL

WALGREENS PLAZA

2365 NE 26TH STREET

FORT LAUDERDALE, FL

33305

9842

DOWNEY, CA

DOWNEY LANDING

12136 LAKEWOOD BOULEVARD

DOWNEY, CA

90242

9843

TUKWILA, WA

17401 SOUTHCENTER PARKWAY, SUITE 141

TUKWILA, WA

98188

9844

ORLANDO, FL

TOWERS OF WATERFORD LAKES

464 N. ALAFAYA TRAIL, SUITE 108

ORLANDO, FL

32828

CASUAL MALE XL OUTLET STORES

9147

BURLINGTON, NC

BURLINGTON MANUFACTURER OUTLET

2397 CORPORATION PARKWAY

BURLINGTON, NC

27215-

9152

MYRTLE BEACH, SC

TANGER OUTLET CENTER

4630 FACTORY STORES BLVD

SUITE A-105

MYRTLE BEACH, SC

29579

9159

WOODBRIDGE, VA

SMOKETOWN STATION

13289 WORTH AVENUE

WOODBRIDGE, VA

22192

9166

NIAGARA FALLS, NY

NIAGARA FACTORY OUTLET MALL

1900 MILITARY ROAD

NIAGARA FALLS, NY

14302

9188

LIGHTFOOT, VA

WILLIAMSBURG OUTLET MALL

8000 RICHMOND ROAD

LIGHTFOOT, VA

23090-

9202

PLEASANT PRAIRIE, WI

PRIME OUTLETS AT PLEASANT PRAIRIE

11601 108 STREET, SUITE 528

PLEASANT PRAIRIE, WI

53158

9242

LAKE GEORGE, NY

DUNHAM FOOTWEAR OUTLET CENTER

R1492 Rte. 9

LAKE GEORGE, NY

12845-9735

9251

PIGEON FORGE, TN

BELZ FACTORY OUTLET MALL

2655 TEASTER LANE

PIGEON FORGE, TN

37863-

9266

LAKELAND, TN

MEMPHIS FACTORY OUTLET MALL

3536 CANADA ROAD

LAKELAND, TN

38002-9723

9272

KITTERY, ME

THE OUTLET MALL OF KITTERY

LITCHFIELD ROAD, SUITE 1

KITTERY, ME

03904-

9290

PHILADELPHIA, PA

FRANKLIN MILLS

1441 FRANKLIN MILLS CIRCLE

PHILADELPHIA, PA

19154

9316

LANCASTER, PA

ROCKVALE SQUARE

35 SO. WILLOWDALE DR. BOX 807

LANCASTER, PA

17602-

9323

SMITHFIELD, NC

CAROLINA PREMIUM OUTLETS

2400 INDUSTRIAL PARK DRIVE SPACE 450

SMITHFIELD, NC

27577-

9355

LAKE PARK, GA

LAKE PARK MILL STORE PLAZA

5265 MILL STORE ROAD-SUITE 30

LAKE PARK, GA

31636-

9373

GURNEE, IL

GURNEE MILLS

6170 WEST GRAND AVE.

GURNEE, IL

60031-

9502

BIRCH RUN, MI

PRIME OUTLETS AT BIRCH RUN

12150 SOUTH BEYER ROAD, SPACE F050

BIRCH RUN, MI

48415-

Page 9 of 10

STORE

LOCATION

CENTER NAME

ADDRESS1

ADDRESS 2

CITY, ST

ZIP CODE

9515

MOSINEE, WI

CEDAR CREEK MALL

10101 MARKET ST. #C-110

MOSINEE, WI

54455-

9529

BRANSON, MO

FACTORY STORES OF AMERICA

4370 GRETNA ROAD, SUITE #2170

BRANSON, MO

65616-

9542

HILLSBORO, TX

SOUTHWEST OUTLET CENTER

104 NORTHEAST,I-35,SUITE 128

HILLSBORO, TX

76645-

9553

CONROE, TX

CONROE OUTLET CTR

1111 LEAGUE LINE RD STE #121

CONROE, TX

77303-

9558

CALHOUN, GA

CALHOUN OUTLET CENTER

SUITE 60 455 BELWOOD RD. S.E.

CALHOUN, GA

30701-

9566

LOVELAND, CO

ROCKY MOUNTAIN FACTORY STORES

5732 MCWHINNEY BOULEVARD, #E-40

LOVELAND, CO

80538-

9571

JEFFERSONVILLE, OH

PRIME OUTLETS @JEFFERSONVILLE

8115 FACTORY SHOPS BLVD

SPACE 115

JEFFERSONVILLE, OH

43128

9576

EDINBURGH, IN

EDINBURGH OUTLET CENTER

11747 NORTH EXECUTIVE DRIVE, #880

EDINBURGH, IN

46124

9585

HOWELL, MI

KENSINGTON VALLEY FACTORY SHOP

1475 NORTH BURKHART RD. STE. D180

HOWELL, MI

48855

9586

GAFFNEY, SC

CAROLINA FACTORY SHOPS

335 FACTORY SHOPS BOULEVARD

GAFFNEY, SC

29341

9588

WATERLOO, NY

WATERLOO PREMIUM OUTLETS

655 ROUTE 318, STE. A005

SUITE A005

WATERLOO, NY

13165

9598

VERO BEACH, FL

OUTLETS AT VERO BEACH

1757 94TH DRIVE

SUITE D180

VERO BEACH, FL

32966

9605

TILTON, NH

LAKE REGION FACTORY STORES

120 LACONIA ROAD

SUITE 206

TILTON, NH

03276

9614

RIVERHEAD, NY

TANGER OUTLET CENTER

1770 WEST MAIN STREET

RIVERHEAD, NY

11901

9615

SAN MARCOS, TX

SAN MARCOS OUTLET CENTER

4015 INTERSTATE HWY. 35, STE. 214

SAN MARCOS, TX

78666

9616

COMMERCE, GA

TANGER II OUTLET CENTER

800 STEVEN B. TANGER BLVD #310

COMMERCE, GA

30529

9626

WRENTHAM, MA

WRENTHAM VILLAGE PREMIUM OUTLE

1 PREMIUM OUTLET BOULEVARD STE 585

WRENTHAM, MA

02093

9627

JOHNSON CREEK, WI

JOHNSON CREEK OUTLET CENTER

622 WEST LINMAR LANE SUITE D25

JOHNSON CREEK, WI

53038

9629

ALBERTVILLE, MN

ALBERTVILLE PREMIUM OUTLETS

6415 LABEAUX AVENUE NE, SUITE B-65

ALBERTVILLE, MN

55301

9630

FOLEY, AL

RIVIERA CENTRE FACTORY STORES

2601 SOUTH MCKENZIE STREET SUITE S4

FOLEY, AL

36535

9631

VACAVILLE, CA

FACTORY STORES AT VACAVILLE

131 NUT TREE ROAD, SUITE K

VACAVILLE, CA

95687

9632

ST. AUGUSTINE, FL

ST. AUGUSTINE OUTLET CENTER

2700 STATE ROAD 16, STE 815

ST. AUGUSTINE, FL

32092

9633

WILLIAMSBURG, IA

TANGER FACTORY OUTLET

112-A TANGER DRIVE

WILLIAMSBURG, IA

52361

9635

GETTYSBURG, PA

GETTYSBURG FACTORY STR

1863 GETTYSBURG DRIVE

GETTYSBURG, PA

17325

9636

TANNERSVILLE, PA

THE CROSSING FACTORY STORES

1000 ROUTE 611, UNIT A19

TANNERSVILLE, PA

18372

9640

FOLSOM, CA

FOLSOM PREMIUM OUTLET

13000 FOLSOM BOULEVARD, SUITE 1440

FOLSOM, CA

95630

9642

HAGERSTOWN, MD

PRIME OUTLETS AT HAGERSTOWN

550 PRIME OUTLETS BOULEVARD

HAGERSTOWN, MD

21740

9643

GROVE CITY, PA

PRIME OUTLET AT GROVE CITY

P.O. BOX 1027 - I-79 & ROUTE 208

GROVE CITY, PA

16127

9644

WESTBROOK, CT

WESTBROOK FACTORY STORES

314 FLAT ROCK PLACE, SUITE A135

WESTBROOK, CT

06498

9646

CAMARILLO, CA

CAMARILLO PREMIUM OUTLETS

990 CAMARILLO CENTER DRIVE, STE 1016

CAMARILLO, CA

93010

9662

COLUMBUS, OH

WYANDOTTE CENTER

5091 E. MAIN STREET

COLUMBUS, OH

43213

9664

ONTARIO, CA

ONTARIO MILLS PLAZA

4320 EAST MILLS CIRCLE RD UNIT H

ONTARIO, CA

91764

9665

OSAGE BEACH, MO

FAC OUTLET VILLAGE OSAGE BEACH

4540 HIGHWAY 54, SUITE N4

OSAGE BEACH, MO

65065

9668

REHOBOTH BEACH, DE

REHOBOTH OUTLETS III

1230 REHOBOTH OUTLETS, HIGHWAY 1

REHOBOTH BEACH, DE

19971

9669

LINCOLN CITY, OR

FACTORY STORES AT LINCOLN CITY

1500 SE EAST DEVILS LAKE ROAD, STE 413

LINCOLN CITY, OR

97367

9670

GULFPORT, MS

GULFPORT FACTORY SHOPS

10737 FACTORY SHOPS BOULEVARD

GULFPORT, MS

39503


Casual Male Retail Group, Inc.

DENNIS R. HERNREICH

By:		/S/ DENNIS R. HERNREICH
Title:		EVP, COO, CFO

Page 10 of 10

Equipment Security Note No. 17608-70002 to the Master Loan & Security Agreement

Exhibit 10.4

LOGO


Banc of America Leasing & Capital, LLC		Equipment Security Note Number 17608-70002

This Equipment Security Note No. 17608-70002, dated as of January 16, 2008 (this “Equipment Note”), is entered into pursuant to and incorporates by this reference all of the terms and provisions of that certain Master Loan and Security Agreement No. 17608-70000 dated as of July 20, 2007 (the “Master Agreement”), by and between Banc of America Leasing & Capital, LLC (“Lender”) and Casual Male Retail Group, Inc. (“Borrower”). All capitalized terms used herein and not defined herein shall have the respective meanings assigned to such terms in the Master Agreement. If any provision of this Equipment Note conflicts with any provision of the Master Agreement, the provisions contained in this Equipment Note shall prevail. Borrower hereby authorizes Lender to insert the serial numbers and other identification data of the Equipment, dates, and other omitted factual matters or descriptions in this Equipment Note.

Location of Equipment. The Equipment will be located or (in the case of over-the-road vehicles) based at the following locations:


Location	Address	City	County	State	ZIP

		See Exhibit A attached hereto

2. Payments. For value received, Borrower promises to pay to the order of Lender, the principal amount of $2,120,025.59, together with interest thereon as provided herein. This Equipment Note shall be payable by Borrower to Lender in 48 consecutive monthly, installments of principal and interest (the “Payments”) commencing on February 16, 2008 (the “Initial Payment”) and continuing thereafter through and including January 16, 2012 (the “Maturity Date”) (collectively, the “Equipment Note Term”). Each Payment shall be in the amount provided below, and due and payable on the same day of the month as the Initial Payment set forth above in each succeeding payment period (each, a “Payment Date”) during Equipment Note Term. All interest hereunder shall be calculated on the basis of a year of 360 days comprised of 12 months of 30 days each. The final Payment due and payable on the Maturity Date shall in any event be equal to the entire outstanding and unpaid principal amount of this Equipment Note, together with all accrued and unpaid interest, charges and other amounts owing hereunder and under the Master Agreement.

(a)	Interest Rate.

Interest shall accrue on the entire principal amount of this Equipment Note outstanding for any calendar month or portion thereof, at a per annum rate of interest equal to (i) one and 75/100 percent (1.75%) plus the rate of interest equal to the “average of interbank offered rates for dollar deposits in the London Market based on quotations of sixteen (16) major banks” for a term of 30 days as published in the Wall Street Journal under a heading entitled “Money Rates, London Interbank Offered Rates (LIBOR)” or any future or substitute heading, on the fifteenth day of the month preceding the Payment Date for the applicable Payment, or (ii) if less, the highest rate of interest permitted by applicable law (the “Interest Rate”).

Equipment Security Note 4.1.06

Page 1 of 2

(b)	Payment Amount.

The amount of each Payment shall consist of $44,167.20 of principal, plus all interest accrued at the Interest Rate.

(a)

(b)

(c)

(d)

agrees that Borrower is absolutely and unconditionally obligated to pay Lender all Payments at the times and in the manner set forth herein.


BANC OF AMERICA LEASING & CAPITAL, LLC		Borrower: CASUAL MALE RETAIL GROUP, INC.

By:	/s/ David R. Cournoyer	By:	/s/ Dennis R. Hernreich

Printed Name:	David R. Cournoyer	Printed Name:	Dennis R. Hernreich

Title:	Senior Vice President	Title:	EVP, COO, CFO

Equipment Security Note 4.1.06

Page 2 of 2

Exhibit 10.4a

EXHIBIT A TO EQUIPMENT SECURITY NOTE NO. 17608-70002

Company

Location Name

Division

Asset Type

Asset

Description

Insrv Date



Equipment Location: 8015 Citrus Park Drive, Tampa, FL 33625
10 CM	9817 FF-S	53777	EXCALIBUR-SHELVING SYS	11/9/2006
10 CM	9817 FF-S	54382	INTERIOR MFG-FIXTURES	11/9/2006
10 CM	9817 FF-S	54457	BLAIR-FIXTURES	11/9/2006
10 CM	9817 FF-S	54589	OLD DOMINION-FIX FRT	11/9/2006
10 CM	9817 FF-S	54590	OLD DOMINION-FIX FRT	11/9/2006
10 CM	9817 FF-S	54591	ROADWAY-EXCALIBUR FIX FRT	11/9/2006
10 CM	9817 FF-S	54592	UNITED VAN-BLAIR FIX FRT	11/10/2006
10 CM	9817 FF-S	55945	MARKETING BRANDING 5/15/06	5/15/2006
10 CM	9817 FF-S	55946	MARKETING BRANDING 10/18/06	10/18/2006
10 CM	9817 FF-S	56054	OLD DOMINION-JOSLIN FIX FRT	11/14/2006
10 CM	9817 FF-S	56055	OLD DOMINION-FIX FRT	11/14/2006
10 CM	9817 FF-S	56056	JOSLIN-FIXTURES	11/9/2006
10 CM	9817 FF-S	56057	JOSLIN-TAX-FIXTURES	11/9/2006
10 CM	9817 FF-S	56119	BLAIR-CASHWRAP/DOORS	11/9/2006
10 CM	9817 FF-S	59161	OZ MANNEQUINS-PREM.PANT FORMS	6/1/2007
10 CM	9817 FF-S	60701	TWIN MODAL-TABLE FRT OAKHILL/S	7/30/2007
9817	Total

Equipment Location: 12136 Lakewood Boulevard downey, Ca 90242
10 CM	9842 FF-S	51596	ROADWAY-EXCALIBUR FIX FRT	4/13/2006
10 CM	9842 FF-S	51598	EXCALIBUR-SHELVING SYS	4/13/2006
10 CM	9842 FF-S	51599	EXCALIBUR-TAX-SHELVING SYS	4/13/2006
10 CM	9842 FF-S	51898	UNITED VAN-BLAIR FIX FRT	4/13/2006
10 CM	9842 FF-S	51899	PRO-MOTION-TV & VCR	4/13/2006
10 CM	9842 FF-S	51900	SEAPORT GRAPHICS-LOGO BOX	4/13/2006
10 CM	9842 FF-S	51901	W.B.MASON-FILES	4/13/2006
10 CM	9842 FF-S	51902	BLAIR-CASHWRAP&FIXTURES W/TAX	4/13/2006
10 CM	9842 FF-S	51903	JOSLIN-FIXTURES W/TX	4/13/2006
10 CM	9842 FF-S	51904	OLD DOMINION-FIX FRT	4/16/2006
10 CM	9842 FF-S	51968	JOSLIN-FIXTURES FROM PREPAID	4/13/2006
10 CM	9842 FF-S	52434	UNITED VAN-BLAIR FIX FRT	5/18/2006
10 CM	9842 FF-S	52435	JOSLIN-MANNEQUINS	4/21/2006
10 CM	9842 FF-S	52437	OLD DOMINION-FIXTURES	4/19/2006
10 CM	9842 FF-S	53092	ACE-MERCH FIXTURES	4/20/2006
10 CM	9842 FF-S	55983	MARKETING BRANDING 5/15/06	5/15/2006
10 CM	9842 FF-S	55984	MARKETING BRANDING 10/18/06	10/18/2006
10 CM	9842 FF-S	59180	OZ MANNEQUINS-PREM.PANT FORMS	6/1/2007
10 CM	9842 FF-S	60726	TWIN MODAL-TABLE FRT OAKHILL/S	7/30/2007
9842	Total

Equipment Location: 17401 Southcenter Parkway, Suite 141 Tukwila, WA 98188
10 CM	9843 FF-S	51607	ROADWAY-FIX FRT	4/6/2006
10 CM	9843 FF-S	51608	ROADWAY-BLAIR FIX FRT	4/6/2006
10 CM	9843 FF-S	51609	ROADWAY-EXCALIBUR FIX FRT	4/6/2006
10 CM	9843 FF-S	51613	EXCALIBUR-SHELVING SYS	4/6/2006
10 CM	9843 FF-S	51614	EXCALIBUR-TAX-SHELVING SYS	4/6/2006
10 CM	9843 FF-S	51619	SEAPORT GRAPHICS-LOG BOX	4/6/2006
10 CM	9843 FF-S	51912	JOSLIN-FIXTURES	4/6/2006
10 CM	9843 FF-S	51913	JOSLIN-TAX-FIXTURES	4/6/2006
10 CM	9843 FF-S	51914	PRO-MOTION-TV & VCR	4/6/2006
10 CM	9843 FF-S	51915	PRO-MOTION-TAX-TV & VCR	4/16/2006
10 CM	9843 FF-S	51916	W.B.MASON-FILES	4/6/2006
10 CM	9843 FF-S	51917	BLAIR-CASHWRAP&FIXTURES W/TAX	4/6/2006
10 CM	9843 FF-S	51918	TWIN MODAL-BLAIR FIX FRT	4/6/2006
10 CM	9843 FF-S	51969	JOSLIN-FIXTURES FROM PREPAID	4/6/2006
10 CM	9843 FF-S	52439	JOSLIN-MANNEQUINS	4/7/2006
10 CM	9843 FF-S	52555	JOSLIN-MANNEQUIN FRT	6/15/2006
10 CM	9843 FF-S	52595	OLD DOMINION-FIX FRT	4/4/2006
10 CM	9843 FF-S	53093	ACE-MERCH FIXTURES	4/6/2006
10 CM	9843 FF-S	55985	MARKETING BRANDING 5/15/06	5/15/2006
10 CM	9843 FF-S	55986	MARKETING BRANDING 10/18/06	10/18/2006
10 CM	9843 FF-S	59181	OZ MANNEQUINS-PREM.PANT FORMS	6/1/2007
10 CM	9843 FF-S	60727	TWIN MODAL-TABLE FRT OAKHILL/S	7/30/2007
9843	Total

Equipment Location: 464 N. Alafaya Trail, suite 108 Orlando, FL 32828
10 CM	9844 FF-S	53410	INTERIOR MANFTR-DELIVERY	8/22/2006
10 CM	9844 FF-S	53411	TWIN MODAL-BLAIR FIX FRT	8/22/2006
10 CM	9844 FF-S	53453	W.B.MASON-FILES	8/22/2006
10 CM	9844 FF-S	53454	ACE DESIGN-MERCH FIXTURES	8/22/2006
10 CM	9844 FF-S	53455	BLAIR-CASHWRAP	8/22/2006
10 CM	9844 FF-S	53627	EXCALIBUR-SHELVING SYS	8/22/2006
10 CM	9844 FF-S	53628	ROADWAY-EXCALIBUR FRT	8/22/2006
10 CM	9844 FF-S	53629	PRO-MOTION-TV & VCR	8/22/2006
10 CM	9844 FF-S	53630	TWIN MODAL-BLAIR FIX FRT	8/22/2006
10 CM	9844 FF-S	53631	OLD DOMINION-FIX FRT	8/22/2006
10 CM	9844 FF-S	53830	BLAIR-MERCH FIXTURES	8/22/2006
10 CM	9844 FF-S	54598	JOSLIN-FIXTURES	12/6/2006
10 CM	9844 FF-S	54599	JOSLIN-TAX-FIXTURES	12/6/2006
10 CM	9844 FF-S	54665	EXCALIBUR-SHELVING SYS	8/22/2006
10 CM	9844 FF-S	55987	MARKETING BRANDING 5/15/06	5/15/2006
10 CM	9844 FF-S	55988	MARKETING BRANDING 10/18/06	10/18/2006
10 CM	9844 FF-S	56206	JOSLIN FIXTURES FROM PREPAID	8/22/2006
10 CM	9844 FF-S	56210	JOSLIN STEAMER FROM PREPAID	8/22/2006
10 CM	9844 FF-S	58191	NAT’L COLOR-SEAPORT G-LOGO BOX	7/20/2006
10 CM	9844 FF-S	59182	OZ MANNEQUINS-PREM.PANT FORMS	6/1/2007
10 CM	9844 FF-S	60728	TWIN MODAL-TABLE FRT OAKHILL/S	7/30/2007
9844	Total

Page 1 of 7

Company

Location Name

Division

Asset Type

Asset

Description

Insrv Date



Equipment Location: 501-503 Boston Post Road Port Chester, NY 10573
10 CM	9845 FF-S	57624	IMG-FIX FRT	5/24/2007
10 CM	9845 FF-S	57625	NEMF-FIX FRT	5/24/2007
10 CM	9845 FF-S	57626	JOSLIN-FIXTURES W/TX	5/24/2007
10 CM	9845 FF-S	58137	JOSLIN-FIXTURES FROM PREPAID	5/24/2007
10 CM	9845 FF-S	58305	NEMF-EXCALIBUR FIX FRT	5/24/2007
10 CM	9845 FF-S	58306	NEMF-FIX FRT	5/24/2007
10 CM	9845 FF-S	58307	NEMF-JOSLIN FIX FRT	5/24/2007
10 CM	9845 FF-S	58308	PRO MOTION TECH-TV & VCR	5/24/2007
10 CM	9845 FF-S	58309	PRO MOTION TECH-TAX-TV & VCR	5/15/2007
10 CM	9845 FF-S	58326	ROBELAN-DISPLAY FIXTURES	5/24/2007
10 CM	9845 FF-S	58496	BLAIR-RACKS,TABLES,FIXTURES	6/14/2007
10 CM	9845 FF-S	58497	BLAIR-CASHWRAP,FIXTURES	6/14/2007
10 CM	9845 FF-S	58499	EXCALIBUR-SHELVING SYSTEM	5/24/2007
10 CM	9845 FF-S	58500	W B MASON-FILES	5/24/2007
10 CM	9845 FF-S	58598	JOSLIN-FIXTURES	5/24/2007
10 CM	9845 FF-S	58762	TWIN MODAL-BLAIR FIX FRT	5/24/2007
10 CM	9845 FF-S	59183	OZ MANNEQUINS-PREM.PANT FORMS	6/1/2007
10 CM	9845 FF-S	59858	ACE-MERCH FIXTURES	9/6/2007
10 CM	9845 FF-S	60729	TWIN MODAL-TABLE FRT OAKHILL/S	7/30/2007
9845	Total

Equipment Location: 444 Route 211 East Middletown, NY 10940
10 CM	9846 FF-S	57627	PRO-MOTION-TV & VCR	5/17/2007
10 CM	9846 FF-S	57628	PRO-MOTION-TAX-TV & VCR	5/17/2007
10 CM	9846 FF-S	57629	JOSLIN-FIXTURES W/TX	5/17/2007
10 CM	9846 FF-S	58136	JOSLIN-FIXTURES FROM PREPAID	5/17/2007
10 CM	9846 FF-S	58195	EXCALIBUR SHELVING SYSTEM	5/17/2007
10 CM	9846 FF-S	58311	NEMF-FIX FRT	5/17/2007
10 CM	9846 FF-S	58502	BLAIR-RACKS,TABLES,FIXTURES	5/17/2007
10 CM	9846 FF-S	58503	BLAIR-CASHWRAP,FIXTURES	5/17/2007
10 CM	9846 FF-S	58504	W B MASON-FILES	5/17/2007
10 CM	9846 FF-S	58604	UNITED VAN-BLAIR FIX FRT	5/22/2007
10 CM	9846 FF-S	59184	OZ MANNEQUINS-PREM.PANT FORMS	6/1/2007
10 CM	9846 FF-S	59470	JOSLIN-FIXTURES	7/30/2007
10 CM	9846 FF-S	59471	JOSLIN-TAX-FIXTURES	7/30/2007
10 CM	9846 FF-S	59567	MII=LIVING XL FIXTURES	8/24/2007
10 CM	9846 FF-S	59860	BLAIR-FRAGRANCE FIXTURE	8/27/2007
10 CM	9846 FF-S	59861	ACE-MERCH FIXTURES	9/6/2007
10 CM	9846 FF-S	60731	TWIN MODAL-TABLE FRT OAKHILL/S	7/30/2007
10 CM	9846 FF-S	60732	UNITED VAN-BLAIR FIX FRT	8/9/2007
9846	Total

Equipment Location: 820 West Stacy Road, Suite 330 Allen, TX 75013
10 CM	9689 FF-S	51537	EXCALIBUR-SHELVING SYS	3/16/2006
10 CM	9689 FF-S	51540	BLAIR-CASHWRAP & FIXTURES	3/16/2006
10 CM	9689 FF-S	51541	BLAIR-TAX-CASHWRAP & FIXTURES	3/16/2006
10 CM	9689 FF-S	51542	JOSLIN-FIXTURES W/TAX	3/16/2006
10 CM	9689 FF-S	51543	UNITED VAN-BLAIR FIX FRT	3/16/2006
10 CM	9689 FF-S	51662	JOSLIN-FIXTURES FROM PREPAID	3/16/2006
10 CM	9689 FF-S	51822	BLAIR-FIXTURES	3/16/2006
10 CM	9689 FF-S	51823	BLAIR-FIXTURES	3/16/2006
10 CM	9689 FF-S	51824	ROOS-TABLES	3/16/2006
10 CM	9689 FF-S	51825	ROOS-TAX-TABLES	3/16/2006
10 CM	9689 FF-S	51826	OLD DOMINION-FIX FRT	3/16/2006
10 CM	9689 FF-S	51827	OLD DOMINION-BLAIR FIX FRT	3/16/2006
10 CM	9689 FF-S	51828	PRO-MOTION-TV & VCR	3/16/2006
10 CM	9689 FF-S	51829	W.B.MASON-FILES	3/16/2006
10 CM	9689 FF-S	51830	JOSLIN-FIXTURES W/TAX	3/16/2006
10 CM	9689 FF-S	51831	OLD DOMINION-FIX FRT	3/20/2006
10 CM	9689 FF-S	52313	MELVIN ROOS-CR FIXTURES	3/17/2006
10 CM	9689 FF-S	53185	ROADWAY-EXCALIBUR FIX FRT	3/16/2006
10 CM	9689 FF-S	54455	BLAIR-FIXTURES	3/31/2006
9689	Total

Equipment Location: 1955 South Casino Drive, Suite 207 Laughlin, NV 89029
10 CM	9690 FF-S	51550	ROADWAY-EXCALIBUR FIX FRT	4/6/2006
10 CM	9690 FF-S	51551	AIRE-RIDE TRANS-BLAIR FIX FRT	4/6/2006
10 CM	9690 FF-S	51554	EXCALIBUR-SHELVING SYS	4/6/2006
10 CM	9690 FF-S	51555	EXCALIBUR-TAX-SHELVING SYS	4/6/2006
10 CM	9690 FF-S	51558	BLAIR-CASHWRAP & FIXTURE W/TAX	4/6/2006
10 CM	9690 FF-S	51834	PRO-MOTION-TV & VCR	4/6/2006
10 CM	9690 FF-S	51835	PRO-MOTION-TAX-TV & VCR	4/6/2006
10 CM	9690 FF-S	51838	W.B.MASON-FILES	4/6/2006
10 CM	9690 FF-S	51839	BLAIR-FIXTURES W/TAX	4/6/2006
10 CM	9690 FF-S	51840	JOSLIN-FIXTURES W/TAX	4/6/2006
10 CM	9690 FF-S	51841	OLD DOMINION-FIX FRT	4/6/2006
10 CM	9690 FF-S	51842	ROOS-TABLES W/TX & CR	4/6/2006
10 CM	9690 FF-S	51967	JOSLIN-FIXTURES FROM PREPAID	4/6/2006
10 CM	9690 FF-S	52317	AIRE-RIDE-BLAIR FIX FRT	4/7/2006
10 CM	9690 FF-S	52318	OLD DOMINION-FIX FRT	4/17/2006
10 CM	9690 FF-S	52594	OLD DOMINION-FIX FRT	4/10/2006
9690	Total

Equipment Location: 5001 East Expressway 83, Suite 230 Mercedes, TX 78570
10 CM	9691 FF-S	56880	PRO MOTION-TV & VCR	2/15/2007
10 CM	9691 FF-S	56881	ROADWAY-EXCALIBUR FIX FRT	2/15/2007
10 CM	9691 FF-S	56882	UNITED VAN-BLAIR FIX FRT	3/1/2007
10 CM	9691 FF-S	56927	JOSLIN-FIXTURES w/TAX	2/15/2007
10 CM	9691 FF-S	56944	W B MASON-FILES	3/2/2007
10 CM	9691 FF-S	56945	MELVIN S ROOS-TABLES	2/15/2007

Page 2 of 7

Company

Location Name

Division

Asset Type

Asset

Description

Insrv Date


10 CM	9691 FF-S	56946	OLD DOMINION-FIXTURE FRT	2/20/2007
10 CM	9691 FF-S	57035	EXCALIBUR-SHELVING SYS	2/15/2007
10 CM	9691 FF-S	57083	BLAIR-FIXTURES & RACKS	2/26/2007
10 CM	9691 FF-S	60594	BLAIR-CASHWRAP,FIXTURES	2/15/2007
9691	Total

Equipment Location: 4840 Tanger Outlest Blvd, Suite 966 North Charleston, SC 29418
10 CM	9692 FF-S	56885	PRO MOTION-TV & VCR	2/15/2007
10 CM	9692 FF-S	56886	PRO MOTION-TAX-TV & VCR	2/6/2007
10 CM	9692 FF-S	56887	ROADWAY-EXCALIBUR FIX FRT	2/15/2007
10 CM	9692 FF-S	56888	TWIN MODAL-BLAIR FIX FRT	2/15/2007
10 CM	9692 FF-S	56889	TWIN MODAL-BLAIR FIX FRT	2/15/2007
10 CM	9692 FF-S	56928	JOSLIN-FIXTURES w/TAX	2/15/2007
10 CM	9692 FF-S	56948	W B MASON-FILES	3/2/2007
10 CM	9692 FF-S	56949	MELVIN S ROOS-TABLES	2/15/2007
10 CM	9692 FF-S	56950	OLD DOMINION-FIXTURE FRT	2/20/2007
10 CM	9692 FF-S	57005	BLAIR-CASHWRAP	2/15/2007
10 CM	9692 FF-S	57039	EXCALIBUR-SHELVING SYS	2/15/2007
10 CM	9692 FF-S	58450	BLAIR-RACKS,TABLES,FIXTURES	6/14/2007
9692	Total

Equipment Location: 4401 North IH 35, Suite 869 Round rock, TX 78664
10 CM	9693 FF-S	56896	PRO MOTION-TV & VCR	2/15/2007
10 CM	9693 FF-S	56897	UNITED VAN-BLAIR FIX FRT	2/15/2007
10 CM	9693 FF-S	56898	UNITED VAN-BLAIR FIX FRT	2/22/2007
10 CM	9693 FF-S	56899	JOSLIN-TAX-FIXTURES	2/15/2007
10 CM	9693 FF-S	56900	ROADWAY-EXCALIBUR FIX FRT	2/15/2007
10 CM	9693 FF-S	56929	JOSLIN-FIXTURES w/TAX	2/15/2007
10 CM	9693 FF-S	56952	W B MASON-FILES	3/2/2007
10 CM	9693 FF-S	56953	MELVIN S ROOS-TABLES	2/15/2007
10 CM	9693 FF-S	56955	OLD DOMINION-FIXTURE FRT	2/20/2007
10 CM	9693 FF-S	57007	BLAIR-CASHWRAP	2/15/2007
10 CM	9693 FF-S	57043	EXCALIBUR-SHELVING SYS	2/15/2007
10 CM	9693 FF-S	57092	BLAIR-RACKS & FIXTURES	2/26/2007
10 CM	9693 FF-S	57093	BLAIR-TAX-RACKS & FIXTURES	2/26/2007
9693	Total

Equipment Location: 7051 south Desert Blvd, Suite C-333 Canutillo, TX 79835
10 CM	9694 FF-S	60001	JOSLIN-RACKS, FIXTURES	10/10/2007
10 CM	9694 FF-S	60002	JOSLIN-TAX-RACKS, FIXTURES	10/10/2007
10 CM	9694 FF-S	60595	ROADWAY-EXCALIBUR FIX FRT	10/10/2007
10 CM	9694 FF-S	60596	TWIN MODAL-BLAIR FIX FRT	10/10/2007
10 CM	9694 FF-S	60598	BLAIR-CASHWRAP,FIXTURES	10/10/2007
10 CM	9694 FF-S	60793	EXCALIBUR-SHELVING SYS	10/10/2007
9694	Total

Equipment Location: 1900 Military Road Niagara Falls, NY 14302
10 CM	9166 FF-S	15928	SHELVES REDO 1998	2/1/1998
10 CM	9166 FF-S	15931	LYNN LADDER 1998	2/1/1998
10 CM	9166 FF-S	15937	JOSLIN DISPLAYS	2/1/1998
10 CM	9166 FF-S	15938	ROSE DISPLAYS	2/1/1998
10 CM	9166 FF-S	20173	JOSLIN DISPLAY, INC	4/15/1999
10 CM	9166 FF-S	21210	VALLEY PLASTIC CO., INC.	6/16/1999
10 CM	9166 FF-S	21865	PLASTICRAFTERS	10/18/1999
10 CM	9166 FF-S	22088	PLASTICRAFTERS	10/18/1999
10 CM	9166 FF-S	22313	JOSLIN DISPLAYS, INC.	11/8/1999
10 CM	9166 FF-S	22314	GUSTAFSON ENTERPRISES	11/8/1999
10 CM	9166 FF-S	22764	PLASTICRAFTERS	12/17/1999
10 CM	9166 FF-S	23623	MULTIFAB PLASTICS, INC.	2/7/2000
10 CM	9166 FF-S	24501	*ROSE DISPLAYS	5/8/2000
10 CM	9166 FF-S	25728	WM PRAGER, LTD.	8/1/2000
10 CM	9166 FF-S	36667	SECUREX	1/28/2003
10 CM	9166 FF-S	38369	BOSCO - RACKS/ACCESSORIES UNIT	5/8/2003
10 CM	9166 FF-S	38372	ALTERNATIVES MFG. - MANN. FORM	5/8/2003
10 CM	9166 FF-S	38373	PRO-MOTION - VCR	5/8/2003
10 CM	9166 FF-S	38374	JOSLIN DISPLAYS - FIXTURES	5/8/2003
10 CM	9166 FF-S	40641	BOSCO-FIXTURES	10/5/2003
10 CM	9166 FF-S	41252	WH FY’04 Fixture Distribution	1/4/2004
10 CM	9166 FF-S	51700	JOSLIN-STEAMER W/TX	3/15/2006
10 CM	9166 FF-S	58148	EXCALIBUR SHELVING SYSTEM	6/21/2007
10 CM	9166 FF-S	58252	NEMF-EXCALIBUR FIX FRT	6/22/2007
10 CM	9166 FF-S	58253	NEMF-JOSLIN FIX FRT	6/22/2007
10 CM	9166 FF-S	58354	MELVIN ROOS-TABLES	6/22/2007
10 CM	9166 FF-S	58355	BLAIR-FIXTURES	6/22/2007
10 CM	9166 FF-S	58644	BLAIR-FIXTURES	6/22/2007
10 CM	9166 FF-S	59597	JOSLIN-MANNEQUINS FIXTURES	6/22/2007
9166	Total

Equipment Location: 4700 McKnight Road Pittsburgh, PA 15237
10 CM	9280 FF-S	16636	LYNN LADDER 1998	2/1/1998
10 CM	9280 FF-S	36734	SECUREX	1/28/2003
10 CM	9280 FF-S	52108	JOSLIN-MANNEQUINS	4/21/2006
10 CM	9280 FF-S	53983	INTERIOR REBRANDING	4/30/2006
10 CM	9280 FF-S	55398	MARKETING BRANDING 5/15/06	5/15/2006
10 CM	9280 FF-S	55399	MARKETING BRANDING 10/18/06	10/18/2006
10 CM	9280 FF-S	58890	OZ MANNEQUINS-PREM.PANT FORMS	6/1/2007
10 CM	9280 FF-S	59797	BLAIR-CASHWRAP,WALL UNITS	9/24/2007
10 CM	9280 FF-S	59799	EXCALIBUR SHELVING SYSTEM	9/12/2007
10 CM	9280 FF-S	59954	JOSLIN-MANNEQUINS, FIXTURE	9/24/2007
10 CM	9280 FF-S	59955	JOSLIN-TAX-MANNEQUINS, FIXTURE	9/24/2007
10 CM	9280 FF-S	60250	TWIN MODAL-TABLE FRT OAKHILL/S	7/30/2007

Page 3 of 7

Company

Location Name

Division

Asset Type

Asset

Description

Insrv Date


10 CM	9280 FF-S	60251	NEMF-EXCALIBUR FIX FRT	9/24/2007
10 CM	9280 FF-S	60252	EXCALIBUR-SHELVING SYSTEM	10/8/2007
10 CM	9280 FF-S	60253	BLAIR-FIXTURES & MILLWORK	9/24/2007
10 CM	9280 FF-S	60254	TWIN MODAL-BLAIR FIX FRT	9/24/2007
9280	Total

Equipment Location: 2295 Richmond Avenue Staten Island, NY 10314
10 CM	9388 FF-S	17204	LYNN LADDER 1998	2/1/1998
10 CM	9388 FF-S	45261	UPS-JOSLIN FIX FRT	9/11/2004
10 CM	9388 FF-S	45262	JOSLIN DISPLAY - FIXTURES	9/10/2004
10 CM	9388 FF-S	45263	JOSLIN DISPLAY - TAX/FIXTURES	9/10/2004
10 CM	9388 FF-S	49719	JOSLIN-FIXTURES	11/8/2005
10 CM	9388 FF-S	49720	JOSLIN-TAX-FIXTURES	11/8/2005
10 CM	9388 FF-S	49849	JOSLIN PREPAID FIXTURES	11/8/2005
10 CM	9388 FF-S	50432	TWIN MODAL-CAPACITY FIX FRT	11/7/2005
10 CM	9388 FF-S	50433	BLAIR-CAPACITY FIXTURES	11/17/2005
10 CM	9388 FF-S	50434	BLAIR-TAX-CAPACITY FIXTURES	11/17/2005
10 CM	9388 FF-S	52164	JOSLIN-MANNEQUINS	4/21/2006
10 CM	9388 FF-S	54032	INTERIOR REBRANDING	4/30/2006
10 CM	9388 FF-S	55500	MARKETING BRANDING 5/15/06	5/15/2006
10 CM	9388 FF-S	55501	MARKETING BRANDING 10/18/06	10/18/2006
10 CM	9388 FF-S	58273	NEMF-FIX FRT	6/28/2007
10 CM	9388 FF-S	58274	NEMF-EXCALIBUR FIX FRT	6/28/2007
10 CM	9388 FF-S	58275	NEMF-FIX FRT	6/28/2007
10 CM	9388 FF-S	58327	ROBELAN-DISPLAY FIXTURES	6/27/2007
10 CM	9388 FF-S	58400	EXCALIBUR-SHELVING SYSTEM	6/27/2007
10 CM	9388 FF-S	58523	JOSLIN-FIXTURES FROM PREPAID	6/27/2007
10 CM	9388 FF-S	58553	JOSLIN-FIXTURES	6/27/2007
10 CM	9388 FF-S	58554	JOSLIN-TAX-FIXTURES	6/27/2007
10 CM	9388 FF-S	58674	W B MASON-FILES	6/27/2007
10 CM	9388 FF-S	58675	BLAIR-CASHWRAP/FIXTURES	6/29/2007
10 CM	9388 FF-S	58941	OZ MANNEQUINS-PREM.PANT FORMS	6/1/2007
10 CM	9388 FF-S	59187	ROBELAN-FIXTURES FROM PREPAID	6/21/2007
10 CM	9388 FF-S	59211	JOSLIN FIXTURES FROM PREPAID	6/27/2007
10 CM	9388 FF-S	59814	ACE-MERCH FIXTURES	9/6/2007
10 CM	9388 FF-S	60330	TWIN MODAL-TABLE FRT OAKHILL/S	7/30/2007
10 CM	9388 FF-S	60331	NEMF-FIXTURE FRT	6/27/2007
10 CM	9388 FF-S	60332	NEMF-JOSLIN FIX FRT	6/27/2007
10 CM	9388 FF-S	60333	BLAIR-SHELVES	10/4/2007
10 CM	9388 FF-S	60334	UNITED VAN-BLAIR FIX FRT	6/27/2007
9388	Total

Equipment Location: 14300 East 42nd Avenue Independence, MO 64055
10 CM	9777 FF-S	55881	MARKETING BRANDING 5/15/06	5/15/2006
10 CM	9777 FF-S	55882	MARKETING BRANDING 10/18/06	10/18/2006
10 CM	9777 FF-S	59129	OZ MANNEQUINS-PREM.PANT FORMS	6/1/2007
10 CM	9777 FF-S	59683	JOSLIN-RACK	8/29/2007
10 CM	9777 FF-S	59684	JOSLIN-TAX-RACK	8/29/2007
10 CM	9777 FF-S	59848	ACE-MERCH FIXTURES	9/28/2007
10 CM	9777 FF-S	59850	BLAIR-CASHWRAP,WALL UNITS	9/28/2007
10 CM	9777 FF-S	59892	EXCALIBUR-SHELVING SYSTEM	9/28/2007
10 CM	9777 FF-S	59920	JOSLIN-FIXTURES FROM PREPAID	9/28/2007
10 CM	9777 FF-S	59983	JOSLIN-FIXTURES	9/17/2007
10 CM	9777 FF-S	59984	JOSLIN-TAX-FIXTURES	9/17/2007
10 CM	9777 FF-S	60666	TWIN MODAL-TABLE FRT OAKHILL/S	7/30/2007
10 CM	9777 FF-S	60667	ROADWAY-EXCALIBUR FIX FRT	9/28/2007
10 CM	9777 FF-S	60668	BLAIR-RACKS,TABLES, ACCESSORY	9/28/2007
10 CM	9777 FF-S	60669	AIRE-RIDE-BLAIR FIX FRT	9/28/2007
9777	Total

Equipment Location: 902 W. Kimberly Road Davenport, IA 52806
10 CM	9792 FF-S	30700	FYE00 CONV # 7020	7/31/1999
10 CM	9792 FF-S	30771	FYE01 CONV # 7020	7/29/2000
10 CM	9792 FF-S	37031	SECUREX	1/28/2003
10 CM	9792 FF-S	52386	JOSLIN-MANNEQUINS	4/7/2006
10 CM	9792 FF-S	54276	INTERIOR REBRANDING	4/30/2006
10 CM	9792 FF-S	55901	MARKETING BRANDING 5/15/06	5/15/2006
10 CM	9792 FF-S	55902	MARKETING BRANDING 10/18/06	10/18/2006
10 CM	9792 FF-S	56048	DOTY-INTERIOR REBRAND	10/9/2006
10 CM	9792 FF-S	59139	OZ MANNEQUINS-PREM.PANT FORMS	6/1/2007
10 CM	9792 FF-S	59688	JOSLIN-FIXTURES	8/30/2007
10 CM	9792 FF-S	59716	JOSLIN-FIXTURES	9/22/2007
10 CM	9792 FF-S	59852	BLAIR-CASHWRAP,SHELVES	9/26/2007
10 CM	9792 FF-S	60679	TWIN MODAL-TABLE FRT OAKHILL/S	7/30/2007
10 CM	9792 FF-S	60680	AIRE-RIDE-BLAIR FIX FRT	9/26/2007
9792	Total

Equipment Location: 1301 Avenue of the Americas, New York, NY 10019
11 RUSA	5013 FF-S	49296	MONARCH INDUSTRIES - FIXTURES	8/18/2005
11 RUSA	5013 FF-S	49528	UNITED VAN-MONARCH FIX FRT	9/2/2005
11 RUSA	5013 FF-S	56749	JOSLIN-FIXTURES	3/20/2007
11 RUSA	5013 FF-S	56977	FIXTURE ONE-FIXTURES	3/21/2007
11 RUSA	5013 FF-S	57115	JOSLIN-SHOE RACK	4/9/2007
11 RUSA	5013 FF-S	58234	BLAIR-H RACKS	5/27/2007
11 RUSA	5013 FF-S	58236	TWIN MODAL-BLAIR FIX FRT	5/27/2007
11 RUSA	5013 FF-S	58237	JOSLIN-FIXTURES-RACKS	5/27/2007
11 RUSA	5013 FF-S	58321	CROWN METAL-STANDARDS	5/27/2007
11 RUSA	5013 FF-S	59487	JOSLIN-FIXTURES	8/31/2007
11 RUSA	5013 FF-S	59501	LEO D BERSTEIN-FORMS	8/31/2007
11 RUSA	5013 FF-S	59720	JOSLIN-PHASE II FIX	8/27/2007
11 RUSA	5013 FF-S	60006	CROWN METAL-STANDARDS	8/31/2007
11 RUSA	5013 FF-S	60739	NEMF-BURNSTEIN FIX FRT	8/31/2007
5013	Total

Page 4 of 7

Company

Location Name

Division

Asset Type

Asset

Description

Insrv Date



Equipment Location: 1625 Nothern Blvd., Manhasset, NY 11030
11 RUSA	5029 FF-S	49677	NEW ERA-FIXTURES	11/11/2005
11 RUSA	5029 FF-S	49678	UNITED VAN-NEW ERA FRT	11/15/2005
11 RUSA	5029 FF-S	49679	CAHILL-CART	11/11/2005
11 RUSA	5029 FF-S	49680	CAHILL-SHELVING	11/11/2005
11 RUSA	5029 FF-S	49681	B & G LIEB-SEW MACHINE FRT	11/9/2005
11 RUSA	5029 FF-S	49825	NEW ERA-CASHWRAP,FIXTURES,FRT	11/11/2005
11 RUSA	5029 FF-S	49827	CAHILL-SHELVING SYS	11/11/2005
11 RUSA	5029 FF-S	49828	JOSLIN-FIXTURES,FRT	11/11/2005
11 RUSA	5029 FF-S	49830	W.B.MASON-FILE,DESK,CHAIR	11/11/2005
11 RUSA	5029 FF-S	49831	B&G LIEBERMAN-IRON STATION	11/11/2005
11 RUSA	5029 FF-S	49832	PAM INTERN’L-FIXTURE	11/11/2005
11 RUSA	5029 FF-S	49833	NEMF/OLD DOM-FIXTURE FRT	11/11/2005
11 RUSA	5029 FF-S	49834	OLD DOMINION-CORP SAFE FRT	11/11/2005
11 RUSA	5029 FF-S	50608	NEW ARA-MILLWORK	11/29/2005
11 RUSA	5029 FF-S	50609	NEMF-BERNSTEIN FIX FRT	11/11/2005
11 RUSA	5029 FF-S	50610	OLD DOMINION-SEW MACHINE FRT	11/11/2005
11 RUSA	5029 FF-S	50611	OLD DOMINION-GLASS FIX FRT	11/15/2005
11 RUSA	5029 FF-S	50612	OLD DOMINION-CAPITAL HW FIX FR	11/14/2005
11 RUSA	5029 FF-S	50613	OLD DOMINION-JOCKEY FIX FRT	11/15/2005
11 RUSA	5029 FF-S	50614	OLD DOMINION-TENNSCO SIX FRT	11/11/2005
11 RUSA	5029 FF-S	50615	ROADWAY-NEWOOD FIX FRT	11/11/2005
11 RUSA	5029 FF-S	50616	JOSLIN-FIXTURES	11/11/2005
11 RUSA	5029 FF-S	50617	CAHILL-SHELVING	11/22/2005
11 RUSA	5029 FF-S	50618	DEMARTINO-FURNITURE	12/14/2005
11 RUSA	5029 FF-S	50619	JOCKEY-DISPLAY FIXTURE	11/21/2005
11 RUSA	5029 FF-S	50620	W.B.MASON-DESK	11/11/2005
11 RUSA	5029 FF-S	50621	B&G LIEBERMAN-MACHINES & PRESS	11/11/2005
11 RUSA	5029 FF-S	50622	JOSLIN-FIXTURES	11/30/2005
11 RUSA	5029 FF-S	51168	LEO BERNSTEIN-FORMS	11/11/2005
11 RUSA	5029 FF-S	51305	WH DIST FYE’06	1/1/2006
11 RUSA	5029 FF-S	51628	OLD DOMINION-JOSLIN FIX FRT	11/29/2005
11 RUSA	5029 FF-S	51630	B&G LIEBERMAN-SEWING MACHINE	1/6/2006
11 RUSA	5029 FF-S	51631	B&G LIEBERMAN-SEWING MACHINE	1/5/2006
11 RUSA	5029 FF-S	51632	NEW ERA-GLASS UNIT TOP	3/10/2006
11 RUSA	5029 FF-S	52463	JOSLIN-FIXTURES	4/28/2006
11 RUSA	5029 FF-S	53466	B&G LIEBERMAN-INSTALL BLINDSTI	4/6/2006
11 RUSA	5029 FF-S	54434	POP-TABLES	11/7/2006
5029	Total

Equipment Location: 17 W. 180 22nd Street, Oakbrook Terrace, IL 60181
11 RUSA	5030 FF-S	56756	CAHILL-SHELVING SYS	3/1/2007
11 RUSA	5030 FF-S	56757	B&G LIEBERMAN-PRESS BOILER	3/1/2007
11 RUSA	5030 FF-S	56758	UNITED VAN-FIX FRT	3/15/2007
11 RUSA	5030 FF-S	56759	JOSLIN-FIXTURES	3/12/2007
11 RUSA	5030 FF-S	56773	FIXTURE ONE-FIXTURES	3/1/2007
11 RUSA	5030 FF-S	56776	OLD DOMINION-FIX FRT	3/1/2007
11 RUSA	5030 FF-S	56777	B&G LIEBERMAN-SEWING/STEAM SYS	3/1/2007
11 RUSA	5030 FF-S	56979	MELVIN S ROOS-SHOE RISER	3/1/2007
11 RUSA	5030 FF-S	56980	FIXTUREONE-INSTALL FIXTURES	3/1/2007
11 RUSA	5030 FF-S	56981	W B MASON-DESK,FILES,CHAIRS	3/1/2007
11 RUSA	5030 FF-S	56982	FIXTUREONE-FIXTURES	3/1/2007
11 RUSA	5030 FF-S	56983	OLD DOMINION- FIX FREIGHT	3/1/2007
11 RUSA	5030 FF-S	57025	FIXTURE ONE-CASHWRAP	3/1/2007
11 RUSA	5030 FF-S	57116	BERNSEIN-MANNEQUINS	3/1/2007
11 RUSA	5030 FF-S	57117	AIRE RIDE-FIX ONE FRT	3/23/2007
11 RUSA	5030 FF-S	57504	OLD DOMINION-RETAIL FIX FRT	3/5/2007
11 RUSA	5030 FF-S	57505	OLD DOMINION-FIXTURE FRT	3/1/2007
11 RUSA	5030 FF-S	57506	OLD DOMINION-BERNSTEIN FRT	3/5/2007
11 RUSA	5030 FF-S	57507	OLD DOMINION-CAP HW FRT	3/5/2007
11 RUSA	5030 FF-S	57508	OLD DOMINION-JOSLIN FIX FRT	3/5/2007
11 RUSA	5030 FF-S	58125	JOSLIN-FIXTURES	3/1/2007
11 RUSA	5030 FF-S	58126	JOCKEY-FIXTURES	3/15/2007
11 RUSA	5030 FF-S	58323	JOCKEY-MERCH FIXTURES	4/21/2007
11 RUSA	5030 FF-S	58516	BG LIEBERMAN-SEWING MACH INSTA	3/14/2007
11 RUSA	5030 FF-S	60013	CROWN METAL-STANDARDS	5/16/2007
11 RUSA	5030 FF-S	60740	ROADWAY-EXCALIBUR FIX FRT	7/9/2007
5030	Total

Equipment Location: 1400 Worcester Street, Natick, MA 01760
11 RUSA	5031 FF-S	53677	CAHILL-SHELVING SYS	10/2/2006
11 RUSA	5031 FF-S	53679	FIXTURE ONE - FIXTURES	10/3/2006
11 RUSA	5031 FF-S	53680	FIXTURE ONE-FIXTURES	10/3/2006
11 RUSA	5031 FF-S	53800	OLD DOMINION-CAHIL FIX FRT	9/18/2006
11 RUSA	5031 FF-S	53801	ROADWAY-NEWOOD FIX FRT	10/3/2006
11 RUSA	5031 FF-S	53802	RED LINE-FIX FRT	10/3/2006
11 RUSA	5031 FF-S	53803	BERNSTEIN-MANNEQUINS	10/3/2006
11 RUSA	5031 FF-S	53804	JOSLIN-FURN & FIXTURES	10/3/2006
11 RUSA	5031 FF-S	53840	B&G LIEBERMAN-SEW&PRESS	10/3/2006
11 RUSA	5031 FF-S	53841	B&G LIEBERMAN-SEWING MACHINE	10/3/2006
11 RUSA	5031 FF-S	53842	POP SALES-FIXTURES	10/3/2006
11 RUSA	5031 FF-S	53843	WB MASON-FURNITURE	10/3/2006
11 RUSA	5031 FF-S	54407	CAHILL-SHELVING	10/18/2006
11 RUSA	5031 FF-S	54408	JOCKEY-FIXTURES	10/16/2006
11 RUSA	5031 FF-S	54509	NEMF-BERNSTEIN FIX FRT	10/3/2006
11 RUSA	5031 FF-S	54510	NEMF-JOSLIN FIX FRT	10/3/2006
11 RUSA	5031 FF-S	54511	OLD DOMINION-MOBILE FIX FRT	10/23/2006
11 RUSA	5031 FF-S	54512	OLD DOMINION-OLD CASTLE FIX FR	10/9/2006

Page 5 of 7

Company

Location Name

Division

Asset Type

Asset

Description

Insrv Date


11 RUSA	5031 FF-S	54513	OLD DOMINION-LIEBERMAN FIX FRT	10/3/2006
11 RUSA	5031 FF-S	54514	OLD DOMINION-CAPITOL FIX FRT	10/9/2006
11 RUSA	5031 FF-S	54515	OLD DOMINION-JOCKEY FIX FRT	10/9/2006
11 RUSA	5031 FF-S	54516	CALVIN KLEIN-FIX FRT	11/22/2006
11 RUSA	5031 FF-S	56096	JOSLIN-FIXTURES	10/23/2006
11 RUSA	5031 FF-S	56097	TWIN MODAL-FIXTURE ONE FRT	10/3/2006
11 RUSA	5031 FF-S	56731	SCOTT SIGN SYS-INTERIOR SIGNS	10/17/2006
11 RUSA	5031 FF-S	56764	ELLIOT SEWING-MACHINE PARTS	12/6/2006
11 RUSA	5031 FF-S	56986	MELVIN S ROOS-SHOE RISER	3/7/2007
11 RUSA	5031 FF-S	58128	JOSLIN-SIGNHOLDERS	1/2/2007
5031	Total

Equipment Location: 450 North State Route 17, Paramus, NJ 07652
11 RUSA	5032 FF-S	59725	B&G LIEBERMAN-STEAM PRESS	9/13/2007
11 RUSA	5032 FF-S	59726	ABLE STEAM-TAYLOR SHOP EQUIP	9/21/2007
11 RUSA	5032 FF-S	59879	EXCALIBUR SHELVING SYSTEM	9/13/2007
11 RUSA	5032 FF-S	59880	LEO D BERSTEIN-MANNEQUINS	9/13/2007
11 RUSA	5032 FF-S	59882	FIXTUREONE-CASHWRAP,FIXTURES	9/13/2007
11 RUSA	5032 FF-S	59921	JOSLIN-FIXTURES FROM PREPAID	9/13/2007
11 RUSA	5032 FF-S	60015	B&G LIEBERMAN-BOILER MINIPAC	9/13/2007
11 RUSA	5032 FF-S	60016	JOSLIN-SHOE STOOL	10/17/2007
11 RUSA	5032 FF-S	60017	JOCKEY-MERCH FIX	9/26/2007
11 RUSA	5032 FF-S	60018	JOSLIN-FIXTURES	9/13/2007
11 RUSA	5032 FF-S	60019	JOSLIN-RACK, STEAMER	9/13/2007
11 RUSA	5032 FF-S	60020	JOSLIN-FIXTURE CLIPS	9/28/2007
11 RUSA	5032 FF-S	60021	CROWN METAL-STANDARDS	9/13/2007
11 RUSA	5032 FF-S	60741	AIRE-RIDE-RETAIL FIX FRT	9/13/2007
11 RUSA	5032 FF-S	60742	NEMF-JOSLIN FIX FRT	9/13/2007
11 RUSA	5032 FF-S	60743	NEMF-EXCALIBUR FIX FRT	9/13/2007
11 RUSA	5032 FF-S	60744	NEMF-FIXTURE FRT	9/13/2007
11 RUSA	5032 FF-S	60745	NEMF-BURNSTEIN FIX FRT	9/13/2007
11 RUSA	5032 FF-S	60746	FIXTUREONE-FIXTURES	9/13/2007
11 RUSA	5032 FF-S	60748	FIXTUREONE-MILLWORK INSTALL	9/13/2007
11 RUSA	5032 FF-S	60751	CRATE & BARREL-VISUAL FIXTURES	9/13/2007
11 RUSA	5032 FF-S	60752	CROWN METAL-FIXTURES	9/13/2007
5032	Total

Equipment Location: 150 Allendale Rd., Building 1, 2nd Floor, King of Prussia, PA 19406
11 RUSA	5033 FF-S	59491	ABLE STEAM-PRESS	8/16/2007
11 RUSA	5033 FF-S	59493	JOSLIN-FIXTURES	8/16/2007
11 RUSA	5033 FF-S	59502	W B MASON-FILES,DESKS,CHAIRS	8/22/2007
11 RUSA	5033 FF-S	59503	MELVIN ROOS-SHOE RISERS	8/22/2007
11 RUSA	5033 FF-S	59504	ALLUMINARE-PENDANT LIGHT	8/16/2007
11 RUSA	5033 FF-S	59505	URBAN OUTFITTERS-VISUAL FIXTUR	8/16/2007
11 RUSA	5033 FF-S	59506	CRATE BARREL-VISUAL FIXTURES	8/16/2007
11 RUSA	5033 FF-S	59507	FIXTUREONE-MERCH FIXTURES	8/16/2007
11 RUSA	5033 FF-S	59508	IKEA-VISUAL FIXTURES	8/16/2007
11 RUSA	5033 FF-S	59509	MARLITE-MERCH FIXTURES	8/22/2007
11 RUSA	5033 FF-S	59574	ONTARIO-RUGS	8/16/2007
11 RUSA	5033 FF-S	59586	FIXTURE ONE-CASHWRAP,FIXTURES	8/16/2007
11 RUSA	5033 FF-S	59587	CRATE & BARREL-FURN & FIXTURES	8/16/2007
11 RUSA	5033 FF-S	59588	EXCALIBUR-SHELVING	8/16/2007
11 RUSA	5033 FF-S	59730	B&G LIEBERMAN-BLINDSTITCH	8/16/2007
11 RUSA	5033 FF-S	59883	M.ROOS-SHOE RISERS	8/28/2007
11 RUSA	5033 FF-S	59884	LEO D BERSTEIN-MANNEQUINS	8/28/2007
11 RUSA	5033 FF-S	59886	B & G LIEBERMAN-IRON STAND	9/10/2007
11 RUSA	5033 FF-S	59910	MARSHALLS-VISUAL FIXTURES	8/16/2007
11 RUSA	5033 FF-S	60025	CROWN METAL-FIXTURE	10/12/2007
11 RUSA	5033 FF-S	60026	JOSLIN-SHOE STOOL	10/17/2007
11 RUSA	5033 FF-S	60027	JOCKEY-MERCH FIX	9/26/2007
11 RUSA	5033 FF-S	60028	CLEARR-VISUAL FIXTURE	8/16/2007
11 RUSA	5033 FF-S	60764	AIRE-RIDE-JOCKEY FIX FRT	8/28/2007
11 RUSA	5033 FF-S	60765	NEMF-EXCALIBUR FIX FRT	8/16/2007
11 RUSA	5033 FF-S	60766	NEMF-FIXTURE FRT	8/16/2007
11 RUSA	5033 FF-S	60767	NEMF-JOSLIN FIX FRT	8/16/2007
11 RUSA	5033 FF-S	60768	FIXTUREONE-FIXTURE INSTALL	8/30/2007
11 RUSA	5033 FF-S	60769	NEMF-BURNSTEIN FIX FRT	8/16/2007
5033	Total

Equipment Location: 202 Red Apple Court, Central Valley, NY 10917
11 RUSA	5401 FF-S	52575	CAHILL-SHELVING SYSTEM	6/30/2006
11 RUSA	5401 FF-S	52576	NEMF-JOSLIN FIX FRT	6/30/2006
11 RUSA	5401 FF-S	52577	ROADWAY-NEWOOD FIX FRT	6/30/2006
11 RUSA	5401 FF-S	52578	JOSLIN-WALL UNIT	6/30/2006
11 RUSA	5401 FF-S	53214	BLAIR-SHELVING	6/30/2006
11 RUSA	5401 FF-S	53215	BERNSTEIN-MANNEQUINS	6/30/2006
11 RUSA	5401 FF-S	53216	WB MSAON-DESK & FILE CABINET	6/30/2006
11 RUSA	5401 FF-S	53217	NEMF-FIX FRT	6/30/2006
11 RUSA	5401 FF-S	53218	JOSLIN-FIXTURES	6/30/2006
11 RUSA	5401 FF-S	53423	NEMF-BERNSTEING FIX FRT	6/30/2006
11 RUSA	5401 FF-S	53424	NEMF-JOSLIN FIX FRT	6/30/2006
11 RUSA	5401 FF-S	53425	NEMF-BLAIR FIX FRT	6/30/2006
11 RUSA	5401 FF-S	53426	BLAIR-SHELVING	7/19/2006
11 RUSA	5401 FF-S	53427	ROADWAY-JOSLIN FIX FRT	6/30/2006
11 RUSA	5401 FF-S	53428	TWIN MODAL-BLAIR FIX FRT	6/30/2006
11 RUSA	5401 FF-S	53429	JOCKEY-MERCH FIXTURE	7/14/2006
11 RUSA	5401 FF-S	53430	OLD DOMINION-FIX FRT	7/5/2006
11 RUSA	5401 FF-S	53431	OLD DOMINION-JOSLIN FIX FRT	7/3/2006
11 RUSA	5401 FF-S	53432	OLD DOMINION-JOCKEY FIX FRT	7/5/2006
11 RUSA	5401 FF-S	53433	OLD DOMINION-TENNSCO FIX FRT	6/30/2006
11 RUSA	5401 FF-S	53434	JOSLIN-FIXTURES	7/11/2006

Page 6 of 7

Company

Location Name

Division

Asset Type

Asset

Description

Insrv Date


11 RUSA	5401 FF-S	53467	BLAIR-FIXTURES	6/30/2006
11 RUSA	5401 FF-S	53689	NEMF-BLAIR FIX FRT	7/12/2006
11 RUSA	5401 FF-S	53810	JOSLIN-FIXTURES	9/28/2006
11 RUSA	5401 FF-S	53856	JOSLIN-FIXTURES FROM PREPAID	6/30/2006
11 RUSA	5401 FF-S	54669	JOSLIN-FIXTURE FRT	10/31/2006
11 RUSA	5401 FF-S	56102	JOSLIN-FIXTURES	12/21/2006

Equipment Location: 555 Turnpike Street, Canton, MA 02021 (Corporate Headquarters)
10	141 CORP	141	080141SHOE RACKING - CONVEYCO	9/17/2007


Casual Male Retail Group, Inc.

		/S/ DENNIS R. HERNREICH
By:		DENNIS R. HERNREICH
Title:		EVP, COO, CFO

Page 7 of 7

Casual Male Retail Group, Inc. Amended and Restated Long-Term Incentive Plan

Exhibit 10.5

LOGO

AMENDED AND RESTATED CASUAL MALE RETAIL GROUP, INC.

LONG-TERM INCENTIVE PLAN

Section 1. Establishment and Purpose

Casual Male Retail Group, Inc. (the “Company”) established a long-term incentive plan named the 2008 Casual Male Retail Group, Inc. Long-Term Incentive Plan, for the purpose of supporting the Company’s ongoing efforts to attract, retain and develop exceptional talent and enable the Company to provide incentives directly linked to the Company’s short and long-term objectives and increases in shareholder value. This document amends and restates the 2008 Casual Male Retail Group, Inc. Long-Term Incentive Plan in its entirety (as amended and restated, the “Plan”), effective as of May 3, 2010.

Section 2. Definitions

When used herein, the following capitalized terms shall have the meanings assigned to them, unless the context clearly indicates otherwise. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Company’s 2006 Incentive Compensation Plan (the “Incentive Compensation Plan”).

(a)

Award means an award under the Plan that is payable in the form of Cash, Options and/or Restricted Stock pursuant to the terms and conditions set forth in this Plan.

(b)

Award Payment Choice means the form of payment of an Award that a Participant selects in accordance with the terms hereof.

(c)

Black-Scholes Valuation means, with respect to an Option, the value of such Option as of the date of the valuation calculated utilizing the same formula and assumptions as the Company utilized for the purpose of valuing outstanding options in its most recently (meaning at the time of the valuation) prepared audited annual financial statement.

(d)

Cash means U.S. dollars.

(e)

Commission means the United States Securities and Exchange Commission or any successor agency.

(f)

Grant Date means each date on which the Committee grants Awards under the Plan for a fiscal year (which date shall occur after the Committee has reviewed the audited financial statements for the Company’s fiscal year for which the Award is being made and determined the amount of each Participant’s Award and normally is expected to be within 90 days after the end of each fiscal year.

(g)

Incentive Compensation Plan means the Company’s 2006 Incentive Compensation Plan, as the same may hereinafter be amended from time to time.

(h)

Interest means the U.S. Prime Rate as reported in the Wall Street Journal on the Grant Date.

(i)

Irrevocable Election Agreement means the written agreement, substantially in the form of Exhibit A, between the Company and a Participant, which, together with the Plan, governs the Participant’s rights to payment of an Award (adjusted for interest and dividends, as applicable) under the Plan.

(j)

Plan means this Amended and Restated Casual Male Retail Group, Inc. Long-Term Incentive Plan.

(k)

Separation from Service means the voluntary or involuntary severing of employment from the Company for any reason other than the Participant’s death or Disability, determined in a manner consistent with the requirements of Section 409A(a)(2)(A)(i) of the Code and the Treasury Regulations and other guidance issued thereunder.

(l)

Target Cash Value means the amount in US Dollars determined by: multiplying (i) a Participant’s actual annual base salary in effect at the commencement of a fiscal year by (ii) the long-term incentive program percentage designated in such Participant’s executed Employment Agreement with the Company (or the percentage as otherwise designated in the Company’s records).

(m)

Treasury Regulations means the regulations promulgated by the United States Treasury Department with respect to the Code, as amended from time to time.

Section 3. Establishment of Fiscal Year Target and Awards

Within 90 days after the start of each fiscal year of the Company, the Compensation Committee of the Board of Directors (the “Committee”) will establish specific goals, in accordance with Section 8(b) of the Incentive Compensation Plan, based upon the achievement of one or more of the performance criteria set forth therein, upon which each Participant’s Award shall be determined for that fiscal year. The Committee may establish a threshold goal (which if not achieved will result in no Award being payable), target and maximum goals for each Participant. The goals, performance criteria, and targets used may vary from one Participant to another in the sole discretion of the Committee. The Awards are intended to qualify as “performance-based compensation” exempt from the deduction limitations imposed under Section 162(m) of the Code. Accordingly the Awards shall be subject to all of the requirements in Section 8 of the Incentive Compensation Plan and such other terms and conditions as shall be necessary for the Awards to qualify for the exception to Section 162(m) of the Code.

To be eligible for an Award, a Participant must be actively employed as of the last day of the fiscal year and at the time the Award is distributed. Notwithstanding the foregoing, if a Participant retires on or after age 65 or leaves employment due to death or Disability (as defined in the Incentive Compensation Plan), before the end of the Plan year, he/she will receive a pro-rated Award calculated as set forth below. In order to be eligible to receive an Award under this Plan, a Participant must comply with all applicable state and federal regulations and Company policies.

If a Participant became a Participant during a fiscal year, but after the start of the fiscal year but is otherwise eligible, the Award to such Participant shall be calculated using a pro rata portion of such Participant’s Target Cash Value, such pro rata portion to be determined by dividing the total number of calendar days elapsed during such fiscal year in which such Participant was actually employed by the Company as a Participant by the total number of calendar days in such fiscal year.

Section 4. Validity; Irrevocable Election

A Participant shall elect to receive his or her Award for a given fiscal year by filing an Irrevocable Election Agreement, substantially in the form of Exhibit A attached hereto with the Company by no later than six (6) months before the close of the fiscal year in which the Award is to be earned. To be effective, a fully executed Irrevocable Election Agreement must be submitted by the Participant to the Company’s Human Resources Department, with a copy to its General Counsel, prior to the deadline and shall thereafter be irrevocable and non-modifiable. A Participant who does not, for any reason, file an Irrevocable Election Agreement with the Company on a timely basis shall be deemed to have elected to have his or her entire Award paid in Cash. Each Award election shall remain in full force and effect for the three installment periods referred to below in Section 5.

Section 5. Election; Award Determination; and Distribution

A Participant shall select in his or her Irrevocable Election Agreement for a fiscal year the portion of any Award for such fiscal year that will be payable in Cash, Restricted Stock or Options. The Committee may, in its discretion, require that all or any portion of a Participant’s Award be paid in Restricted Stock and/or Options and not in cash. For the purpose of dividing an Award into the applicable Award Payment Choice, Options shall be valued at their Black-Scholes Value on the Grant Date of the Award and each Share of Restricted Stock shall be valued at its Fair Market Value on the Grant Date of the Award.

Awards will vest in three equal increments on the first, second and third anniversaries of the Grant Date of the Award, provided that the Participant’s Continuous Service continues through the applicable vesting date. For example, if the Committee determines that Participants are entitled to make elections for the 2010 fiscal year, and grants the Awards on April 1, 2011 the Awards will vest in three equal installments on April 1, 2012, April 1, 2013 and April 1, 2014, respectively.

•

If a Participant elects Cash, the Company shall include Interest on any unpaid installment of the Award from the Grant Date of the Award until payment of such installment, and payment of each installment (and Interest thereon) shall be made at a time determined by the Company that is within 30 days after the date on which the right to the installment vests.

•

If a Participant elects Restricted Stock, the total number of the Shares to be issued as Restricted Stock will be determined on the Grant Date based upon the Fair Market Value of a Share on the Grant Date. The Participant may make an election under Section 83(b) of the Code on any portion of the Restricted Stock Award within 30 days after the date on which the Restricted Stock is transferred to the Participant and the Company shall retain the undistributed shares as custodian for the Participant, with the Shares subject to forfeiture due to Separation from Service. Until the Shares vest, the number of Shares is subject to adjustment pursuant to Section 6 (d) (iv) and Section 10 (c) of the Incentive Compensation Plan. The grant of Restricted Stock shall be evidenced by a Restricted Stock Award Agreement, in such form as shall be approved by the Committee.

•

If a Participant elects Options, the total number of Options to be issued will be determined and granted as of the Grant Date using the Black-Scholes valuation method based on the Fair Market Value of a Share on the Grant Date. Until the Options vest, the number of Options is subject to adjustment pursuant to Section 10 (c) of the Incentive Compensation Plan. The grant of an Option shall be evidenced by a Non-Qualified Stock Option Agreement, in such form as shall be approved by the Committee.

Except in the event of a Change in Control, all unpaid Cash, unvested Restricted Stock and unvested Options to which a Participant would otherwise be entitled shall be forfeited immediately upon the Participant’s Separation from Service.

Awards made hereunder are being made pursuant to the Incentive Compensation Plan. In the event that, at the time an Award is granted, the Company does not have a sufficient number of shares remaining unissued under the Incentive Compensation Plan to issue such Award in Restricted Stock and/or Options, then, regardless of the election made by a Participant, such Award shall be paid in Cash to the extent of such insufficiency.

Section 6. Change in Control.

If and to the extent that it would not violate the requirements of Section 409A of the Code, in the event of a Change in Control prior to a Participant’s Separation from Service, the full value of the Participant’s Award (including any remaining cash installments (and Interest thereon) that otherwise would have been payable to the Participant), shall immediately vest and be distributed as a lump sum to the Participant, as soon as practicable (but in no event more than five (5) business days) following the Change in Control.

Section 7. No Acceleration of Benefits

In no event shall the acceleration of the time or schedule of any payment under the Plan be permitted, except to the extent that such acceleration would not violate Section 409A of the Code and the Treasury Regulations and other applicable guidance issued thereunder.

Section 8. Amendment and Termination

This Plan may be amended or terminated in any respect at any time by the Committee; provided, however, that no amendment or termination of the Plan shall be effective to reduce any benefits that accrue and are vested before the adoption of such amendment or termination. If and to the extent permitted without violating the requirements of Section 409A of the Code, the Committee may require that the Awards of all Participants (including, without limitation, any remaining benefits payable to Participants receiving distributions in installments at the time of the termination) be distributed as soon as practicable after such termination, notwithstanding any elections by Participants with regard to the timing or form in which their benefits are to be paid. If and to the extent that the Committee does not accelerate the timing of distributions on account of

the termination of the Plan pursuant to the preceding sentence, payment of any remaining benefits under the Plan shall be made at the same times and in the same manner as such distributions would have been made under the terms of the Plan, as in effect at the time the Plan is terminated.

Section 9. Unfunded Obligation

The obligations of the Company to pay any benefits under the Plan shall be unfunded and unsecured, and any payments under the Plan shall be made from the general assets of the Company. Participants’ rights under the Plan are not assignable or transferable except to the extent that such assignment or transfer is permitted under the terms of the Incentive Compensation Plan.

Section 10. Withholding

The Participants and personal representatives shall bear any and all federal, state, local or other taxes imposed on benefits under the Plan. The Company may deduct from any distributions under the Plan the amount of any taxes required to be withheld from such distribution by any federal, state or local government, and may deduct from any compensation or other amounts payable to the Participant the amount of any taxes required to be withheld with respect to any other amounts under the Plan by any federal, state or local government.

Section 11 Applicable Law

This Plan shall be construed and enforced in accordance with the laws of the State of Delaware, except to the extent superseded by federal law.

Section 12. Administration and Interpretation

The Plan will be administered by the Committee. The Committee will have broad authority to determine target Metrics, select performance objectives, adopt rules and regulations relating to the Plan and make decisions and interpretations regarding the provisions of the Plan, all subject to the terms and conditions of the Incentive Compensation Plan, including without limitation those set forth in Section 8 of the Incentive Compensation Plan. Benefits due and owing to a Participant under the Plan shall be paid when due without any requirement that a claim for benefits be filed. However, any Participant who has not received the benefits to which Participant believes himself or herself entitled may file a written claim with the Committee, who shall act on the claim within thirty days. Any decisions or interpretations by the Committee relating to benefits under the Plan shall be binding and conclusive on all affected parties. If a Participant’s employment agreement conflicts with any provision of this Plan, the language of the employment agreement shall govern.

Section 13. Code Section 409A

It is intended that the Awards granted pursuant to this Plan be exempt from Section 409A of the Code (“Section 409A”) because it is believed (i) the Awards payable in cash should qualify for the short-term deferral exception contained in Treasury Regulation §1.409A-1(a)(4), (ii) any Options granted pursuant to the Plan will have an exercise price that may never be less than the Fair Market Value of a Share on the Grant Date and the other requirements for the exemption of such options

under Treasury Regulation §1.409A-1(a)(5)(i)(A) should be met; and (iii) any Shares of Restricted Stock granted under the Plan should be exempt as an award of restricted property pursuant to Treasury Regulation §1.409A-1(a)(6). The provisions of the Plan shall be interpreted in a manner consistent with that intent.

The Committee, in its sole discretion, and without the consent of any Participant or Beneficiary, may amend the provisions of this Plan to the extent that the Committee determines that such amendment is necessary or appropriate in order for the Awards made pursuant to the Plan to be exempt from the requirements of Section 409A, or if and to the extent that the Committee determines that Awards are not so exempt, to amend the Plan (and any agreements relating to any Awards) in such manner as the Committee shall deem necessary or appropriate to comply with the requirements of Section 409A.

Notwithstanding the foregoing, the Company does not make any representation to any Participant or Beneficiary that the Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless any Participant or Beneficiary for any tax, additional tax, interest or penalties that the Participant or Beneficiary may incur in the event that any provision of the Plan or any Award agreement, or any amendment or any modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

Section 14. No Assignment.

Neither any Participant nor any Beneficiary nor any other person shall have any right to assign the rights to receive any payments or benefits hereunder, in whole or in part, which payments and benefits are non-assignable and non-transferable, whether voluntarily, or involuntarily.

THIS SPACE IS LEFT BLANK INTENTIONALLY

EXHIBIT A

AMENDED AND RESTATED CASUAL MALE RETAIL GROUP, INC.

LONG-TERM INCENTIVE PLAN AWARD

IRREVOCABLE ELECTION AGREEMENT

TO:	Sr. V.P. Human Resources (cc: General Counsel):

I, ______________________, hereby elect to receive my Award (as defined in the Amended and Restated Casual Male Retail Group, Inc. Long-Term Incentive Plan (the “Plan”)) based upon the performance for the Company’s fiscal year ending ______ as follows:


Award Payment Choices	1st Installment		2nd Installment		3rd Installment
Cash	_____________	%	_____________	%	_____________	%
CMRG Restricted Stock	_____________	%	_____________	%	_____________	%
CMRG Stock Options	_____________	%	_____________	%	_____________	%
Total:	100	%	100	%	100	%

[NOTE: Payments will vest in three (3) equal installments. You have the opportunity to decide the Award Payment Choice(s): cash, CMRG restricted stock or CMRG stock options for each equal installment. Your selected option(s) for any given year must equal 100%.]

I understand and acknowledge that this election is irrevocable and will remain in effect up through the third and final installment.

I understand and acknowledge that I must be employed on the dates each portion of the Award vests in order to qualify for payment of that installment.

I understand and acknowledge that if there is any conflict between this form or any part of it and the Plan, the provisions of the Plan shall govern.

I have hereunto set my hand and seal this __ day of _________, 20__.

(Signature)

(Printed name)

Certification of the CEO of the Company pursuant to Section 302

Exhibit 31.1

CERTIFICATION

I, David A. Levin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Casual Male Retail Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 20, 2010

/s/ DAVID A. LEVIN

David A. Levin

Chief Executive Officer

Certification of the CFO of the Company pursuant to Section 302

Exhibit 31.2

CERTIFICATION

I, Dennis R. Hernreich, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Casual Male Retail Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 20, 2010

/s/ DENNIS R. HERNREICH

Dennis R. Hernreich

Chief Financial Officer

Certification of the CEO of the Company pursuant to Section 906

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Casual Male Retail Group, Inc. (the “Company”) for the period ended July 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Levin, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification is being furnished as an exhibit to the Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except to the extent that the Company specifically incorporates this certification by reference.


Dated: August 20, 2010				/s/ DAVID A. LEVIN
				David A. Levin
				Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Certification of the CFO of the Company pursuant to Section 906

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Casual Male Retail Group, Inc. (the “Company”) for the period ended July 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis R. Hernreich, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: August 20, 2010				/s/ DENNIS R. HERNREICH
				Dennis R. Hernreich
				Chief Financial Officer