FIRST AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment") is dated as of September 15, 1996, between CHICO'S FAS, INC., a Florida corporation (the
"Borrower"), and NATIONSBANK, N.A. (SOUTH), a national banking association (successor by merger to
NCNB National Bank of Florida and NationsBank of Florida, N.A.) (the "Bank").
Borrower and Bank executed a Third Amended and Restated Credit Agreement dated December 30, 1995 (the
"Agreement"). Pursuant to the provisions of the Agreement, Bank established a $3,000,000.00 renewal working
capital line of credit (the "Renewal First Working Capital Line") and a $3,000,000.00 renewal documentary letter
of credit facility (the "Letter of Credit Line").
Borrower has now requested the: (1) renewal and reduction of the Renewal First Working Capital Line so as to
be in the amount of $2,000,000.00, and (2) renewal and increase of the Letter of Credit Line so as to be in the
amount of $4,000,000.00. Bank has agreed to the request of Borrower on the terms and conditions of this
NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, the parties agree as
1. DEFINED TERMS. Any capitalized terms used but not defined herein shall have the meanings set forth in the
2. RENEWAL FIRST WORKING CAPITAL LINE. Subject to the terms and conditions of the Agreement, as
amended by this Amendment, the Renewal First Working Capital Line is hereby renewed in the maximum
principal amount of $2,000,000.00. The Renewal First Working Capital Line will expire on May 31, 1998, at
which time all indebtedness thereunder will be due and payable in full. Interest shall be payable monthly in arrears.
The Renewal First Working Capital Line will be evidenced by a $2,000,000.00 renewal promissory note of
Borrower in form and substance satisfactory to Bank (the "Renewal First Working Capital Line Note").