Amendment No. 4 to Amended and Restated Credit Agreement and Limited Waiver between World of Jeans & Tops and Wells Fargo, NA, dated as of April 13, 2017

THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”), is made on April 13, 2017, by and among WORLD OF JEANS & TOPS, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

A.     Bank and Borrower entered into that certain Amended and Restated Credit Agreement dated as of May 3, 2012, as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement and Note, dated as of February 3, 2014, that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated as of July 9, 2015, and that certain Amendment No. 3 to Amended and Restated Credit Agreement, dated as of January 26, 2017 (as otherwise amended, amended and restated, or otherwise modified from time to time to the date hereof, the “Agreement”), pursuant to which Bank agreed to extend credit to Borrower on the terms and conditions set forth in such Agreement.

B.    Borrower has requested that Bank make certain modifications to the Agreement as specified herein and Bank has agreed to such requests and has agreed to waive Borrower’s compliance with certain terms of the Agreement related to such modification requests, all subject to execution of this Amendment and the satisfaction of the conditions specified herein.

C.     Borrower and Bank now desire to execute this Amendment to set forth their agreements with respect to the modifications to the Agreement.

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Bank and Borrower hereby agrees as follows:

SECTION 1.    Definitions. Capitalized terms used in this Amendment and not defined herein are defined in the Agreement.

SECTION 2.    Amendments to Agreement. The Agreement is hereby amended as follows:

A.    Cash, Cash Equivalents, Marketable Securities and Minimum Inventory. Subsection 1.1(c) of the Agreement is hereby amended and restated in its entirety as follows:

“(c)    Cash, Cash Equivalents, Marketable Securities and Minimum Inventory. Bank shall not be required to make an advance to Borrower under the Line of Credit unless Borrower has demonstrated that the sum of (i) Borrower’s cash and other cash equivalents and certain marketable securities acceptable to Bank in its sole discretion, and (ii) the aggregate value (with the value determined on a cost basis) of Borrower’s eligible inventory (exclusive of work in process and inventory which is obsolete, unsalable or damaged) equals at least Fifty Million Dollars ($50,000,000).”

B.    Financial Condition. Section 4.9 of the Agreement is hereby amended by deleting subsection (c) thereof in its entirety.

SECTION 3.    Limited Waiver.

A.    Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of Borrower contained herein, Bank hereby waives any Default or Event of Default by Borrower that occurred prior to the effectiveness of this Amendment, and which, had this Amendment been in effect at such time, would not have constituted a Default or Event of Default.

B.    Without limiting the generality of the provisions of the Agreement, the waiver set forth herein shall be limited precisely as written and relate solely to the changes to the Agreement effectuated by this Amendment, and nothing in this Amendment shall be deemed to: (i) constitute a waiver of compliance by Borrower of the Agreement in any other instance, or any other term, provision or condition of the Agreement or any other instrument or agreement referred to therein; or (ii) prejudice any right or remedy that Bank may now have (except to the extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Amendment) or may have in the future under or in connection with the Agreement or any other instrument or agreement referred to therein.

C.    Except as expressly set forth herein, the terms, provisions and conditions of the Agreement and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed.

SECTION 4.    Representations and Warranties of Borrower. Borrower represents and warrants to Bank that:

solely to an earlier date (in which case such representations and warranties are true and accurate on and as of such earlier date));

SECTION 5.    General Release. In consideration of the benefits provided to Borrower under the terms and provisions hereof, each of Borrower and, by execution of the acknowledgement attached hereto, Guarantor, hereby agree as follows (“General Release”):

A.    Each of Borrower and Guarantor, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharge Bank, all of Bank's predecessors in interest, and all of Bank's past and present officers, directors, attorneys, affiliates, employees and agents, of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a “Released Claim” and collectively, the “Released Claims”), that Borrower or Guarantor now has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and Guarantor have executed and delivered this Amendment to Bank (hereafter, the “Release Date”), including without limitation, those Released Claims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by Bank, or any of Bank's predecessors in interest,

to Borrower or Guarantor, and any agreements, notes or documents of any kind related thereto or the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein.

B.    Each of Borrower and Guarantor hereby acknowledge, represent and warrant to Bank as follows:

“Section 1542. GENERAL RELEASE; EXTENT. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

C.    Each person signing below on behalf of Borrower or Guarantor acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower or Guarantor may have as of the Release Date. Borrower and Guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release.

D.    Borrower and Guarantor hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released Claim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of this General Release shall subject Borrower and Guarantor to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.

SECTION 6.    Miscellaneous.

A.    Reference to Agreement. Upon the effectiveness of this Amendment, each reference in the Agreement to “this Agreement” and each reference in the other Loan Documents to the Agreement, shall mean and be a reference to the Agreement as amended hereby.

B.    No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Bank under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

C.    Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California.

D.    Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same agreement. Any signature delivered by a party by facsimile or other electronic transmission shall be deemed to be an original signature to this Amendment.

E.    Entire Agreement. This Amendment and the Note constitute the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior agreements, written or oral, concerning said subject matter.