MASTER SOURCING AGREEMENT - CSI Vendor …

1 C:\Documents and Settings\csi0252\Local Settings\Temporary Internet Files\OLK295\2011 MSA_ FINAL_03282011 (2).docx MASTER SOURCING AGREEMENT This MASTER SOURCING AGREEMENT , together with (as applicable) all addenda, supplements, items and terms identified herein (the " AGREEMENT ") establishes the legal relationship between Buyer named below ("Buyer") and each Seller named below (collectively, "Seller"), and will apply to all transactions involving the sale of goods and/or services (collectively, whether goods and/or services, "Goods") between Buyer and Seller. In transactions involving the services of a Buying Agent designated by Buyer (the "Buying Agent"), the Buying Agent is acting in all respects solely in its capacity as Buying Agent for and on behalf of the Buyer and not as a buyer or in any other capacity. Seller Specific Addenda The AGREEMENT between Buyer and Seller includes each of the following Addenda, which constitute an integral part hereof.

2 By signing the AGREEMENT , Seller accepts all terms, conditions and obligations set forth in the following Addenda and agrees to comply fully with their terms: Addendum No. 1: General SOURCING Terms and Conditions Addendum No. 2: Certification of Compliance with Charming Shoppes, Inc. Code of Conduct, Laws and Regulations and Labor Standards Addendum No. 3: Selected Laws Addendum No. 4: Buyer Notice Addresses Addendum No. 5: Modifications for Sellers Using Nationally Recognized Brand Labels Owned by Seller Addendum No. 6: Electronic Data Interchange (EDI) Trading Partner AGREEMENT C:\Documents and Settings\csi0252\Local Settings\Temporary Internet Files\OLK295\2011 MSA_ FINAL_03282011 (2).docx The MASTER SOURCING AGREEMENT (2011 version) is signed by a duly authorized representative (1) by and on behalf of each Seller indicated below, jointly and severally, and (2) by and on behalf of Buyer indicated below, and (3) if applicable, by and on behalf of Buying Agent indicated below.

3 Date: Delivery Terms FCA Origin DDP/DAP Payment Terms 45 Days Open Account 60 Days Receipt of Goods The AGREEMENT is made to be effective as of the stated date, provided that the AGREEMENT shall supersede the terms of orders placed by Buyer with Seller prior to such date. BUYER INFORMATION AND SIGNATURE BUYER: Any of the following entities issuing any Purchase Order: Charming Shoppes of Delaware, Inc., CSI Industries, Inc., Catherines Stores Corporation, Lane Bryant Purchasing Corp., Outlet Division Management Co., Inc., Figi s Inc., Figi s Business Services, Inc., Figi s Gifts, Inc., Figi s Mail Order Gifts, Inc. By: Name and Title Addresses for Notices to Buyer: See Addendum No. 4 BUYING AGENT INFORMATION BUYING AGENT: By: Name and Title Addresses for Notices to Buying Agent: C:\Documents and Settings\csi0252\Local Settings\Temporary Internet Files\OLK295\2011 MSA_ FINAL_03282011 (2).

4 Docx SELLER INFORMATION AND SIGNATURE INSTRUCTIONS: PLEASE FILL IN INFORMATION COMPLETELY. TYPE OR PRINT. IF ANY LINE OR ITEM DOES NOT APPLY, PLEASE TYPE OR PRINT "NA". SELLER: Full Formal Name of Company By: Signature of Authorized Representative Printed Name Title or Capacity SELLER (Continued) If "SELLER" includes more than one company, or if "SELLER" uses other names, fill in the additional companies and/or names below: Additional Company and/or Name Printed Name of Authorized Representative Address Address Address Address Fax Telephone E-mail _____ Address _____ Address _____ Additional Company and/ or Name _____ Printed Name of Authorized Representative _____ Address _____ Address _____ Address C:\Documents and Settings\csi0252\Local Settings\Temporary Internet Files\OLK295\2011 MSA_ FINAL_03282011 (2).

5 Docx ADDENDUM NO. 1 GENERAL SOURCING TERMS AND CONDITIONS The following terms and conditions will apply to all transactions involving the sale of goods and/or services (collectively, whether goods and/or services, "Goods") between Buyer ("Buyer"), and each Seller ("Seller") named on the signature page of the MASTER SOURCING AGREEMENT (the " AGREEMENT "). Any references herein to Buying Agent shall apply only if a Buying Agent is named on the signature page of the AGREEMENT . Buying Agent shall act for and on behalf of Buyer solely in its capacity as Buying Agent and not as a buyer or in any other capacity. Goods shall include sub-materials such as piece goods or yarn from which the Goods will be manufactured, and any accessories or components which will be used in, on or in respect of the Goods, including, without limitation, thread, name plates, rivets, buttons, snaps, closures, polybags and other packaging materials, labels and tags.

6 1. Contract Terms. Buyer (or Buying Agent acting on behalf of Buyer) and Seller may create binding contracts for the purchase and sale of Goods by exchanging one or more written or electronic communications by any commercially reasonable means showing AGREEMENT as to the following items: description of Goods, price, quantity, date of delivery, and means of shipment. The terms of any such contract between Buyer (or Buying Agent acting on its behalf) and Seller will be comprised exclusively of the foregoing items, the terms of the AGREEMENT , any supplements or addenda identified herein, the terms of the Buyer s Vendor Partnership Manual ("VPM", as made available on Buyer's website and as amended from time to time as shown on a changes page(s) on such VPM), and any other applicable policies, manuals, guidelines, specifications, terms and other instructions which have been or may from time to time hereafter be furnished to Seller, including by posting on Buyer's website (each of which is incorporated herein by reference and deemed agreed to by Seller), and such other terms and conditions contained in the parties' written or electronic communications as set forth in Section 2 below.

7 Posting of changes to such VPM and/or any other applicable policies, manuals, guidelines, specifications, terms and other instructions on Buyer s website, to which Seller has been given electronic access, shall be deemed sufficient notice to Seller of such changes. Each contract hereunder shall be deemed separate and severable and not part of one or more installment contracts. If there is a conflict between the terms of this AGREEMENT and any other documents which comprise a contract, the specific terms of an order ( quantity, price) shall have priority, and thereafter, the terms of this AGREEMENT shall control unless the parties provide otherwise in writing. The Buying Agent shall in no way incur liability to the Seller in respect of this AGREEMENT . This AGREEMENT may be enforced against the Seller either by the Buying Agent in its own name acting on behalf of the Buyer or by the Buyer.

8 2. Entire AGREEMENT . With respect to any such contract, the terms identified in Section 1 will constitute the complete and exclusive statement of the terms and conditions between the parties, and supersede and merge all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the AGREEMENT . The AGREEMENT may not be amended, modified or altered except by a written instrument duly executed by authorized representatives of both parties (except that the VPM, and any policies, manuals, guidelines, specifications, terms or other instructions issued by Buying Agent or Buyer to Seller shall be deemed incorporated herein as set forth above and shall not be required to be executed by Seller), and any proposals for any additional or different terms contained in communications from Seller which are not signed by Buyer are objected to by Buyer without further notification and shall not constitute a part of any contract.

9 In addition, no course of dealing or manner of performance will constitute a waiver of or modify against Buyer any of such terms and conditions. Nothing in the AGREEMENT will require Buyer (or Buying Agent on its behalf) to enter into contracts for the purchase of Goods from Seller. 3. Exchange of Communications. The provisions of this Section 3 and Addendum No. 6 shall apply to the exchange of electronic data interchange ("EDI") transaction sets, if applicable. With respect to electronic communications, each party may electronically transmit to or receive from the other those EDI transaction sets as identified under the EDI Section of the Buyer s VPM. Buyer at its discretion may add or delete transaction sets from its VPM. Posting of changes to the VPM on Buyer s website to which Seller has been given access, shall be deemed sufficient notice to Seller of such changes.

10 Any other transmission of data shall have no force or effect between the parties unless justifiably relied upon by the receiving party. Each party will adopt, and the other will keep confidential, an electronic identification consisting of symbols or codes to be contained in or affixed to each such transmission for purposes of authentication, and each transmission so authenticated shall be deemed to be signed and in writing. Each party will implement security procedures reasonably sufficient to verify that communications between the parties are authentic and authorized, to detect errors in transmission or content, and to provide for protection against improper disclosure or access. Neither C:\Documents and Settings\csi0252\Local Settings\Temporary Internet Files\OLK295\2011 MSA_ FINAL_03282011 (2).docx party will be responsible for a communication received from the other party in unintelligible or garbled form, provided the receiving party gives prompt notice to the originating party (if identifiable from the received document) of any such occurrence.