8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report: (Date of earliest event reported): July 28, 2008

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida
(State or Other Jurisdiction of Incorporation)

0-21258	59-2389435
(Commission File Number)	(IRS Employer Identification No.)
11215 Metro Parkway, Fort Myers, Florida	33966
(Address of Principal Executive Offices)	(Zip code)

(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1 Second Amendment to Second Restated Revolving Credit Loan Agreement

Item 8.01. Other Events.

     On July 28, 2008, Chico’s FAS, Inc. and its subsidiaries (the “Company”) entered into a Second Amendment (“the Amendment”) to its Second Restated Revolving Credit Loan Agreement dated as of July 28, 2008 (the “Agreement”), with Bank of America, N.A. (the “Lender”). The Amendment confirms the continuation of the revolving credit facility while replacing the rolling maturity date provisions with a fixed maturity date of June 1, 2010. Also as a result of the Amendment, certain financial covenants in the Agreement, including the Company’s covenants to maintain specified financial ratios, were added or amended by the parties to better coordinate with the Company’s current and expected business needs.

     The Amendment does not affect the total committed amount of the credit line or potential interest rates on any borrowings. At this time, the Company has no outstanding borrowings under the Agreement except for amounts related to commercial and standby letters of credit arising in the normal course of business.

     The foregoing description of the provisions of the Amendment is qualified in its entirety by reference to the full and complete terms of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits:

Exhibit 10.1 Second Amendment to Second Restated Revolving Credit Loan Agreement, effective as of July 28, 2008

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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 hereunto duly authorized.

	CHICO’S FAS, INC.
Date: August 1, 2008	By:	/s/ Michael J. Kincaid
	Michael J. Kincaid, Senior Vice President — Finance,
	Chief Accounting Officer and Assistant Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 10.1	Second Amendment to Second Restated Revolving Credit Loan Agreement, effective as of July 28, 2008

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO
SECOND RESTATED REVOLVING CREDIT LOAN AGREEMENT

     This Second Amendment to Second Restated Revolving Credit Loan Agreement (this “Second Amendment”) is made as of the 28th day of July, 2008 by and among BANK OF AMERICA, N.A., a national banking association (“Lender”), and CHICO’S FAS, INC., a Florida corporation (“FAS”), CHICO’S RETAIL SERVICES, INC., a Florida corporation, formerly known as Chico’s Distribution, Inc., a Florida corporation (“Retail”), PAZO, INC., a Florida corporation (“Pazo”), WHITE HOUSE | BLACK MARKET, INC., a Florida corporation (“White House”), SOMA INTIMATES, LLC, a Florida limited liability company, formerly know as Soma by Chico’s, LLC, a Florida limited liability company (“Soma”), CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company, formerly known as Chico’s Real Estate, LLC, a Georgia limited liability company (“Real Estate”), and FITAPPCO, Inc., a Florida corporation (“FitAppCo”) (FAS, Retail, Pazo, White House, Soma, Real Estate and FitAppCo are referred to herein, individually, as “Obligor” and, collectively, as “Obligors”).

WITNESSETH

     WHEREAS, the Obligors and the Lender are party to a Second Restated Revolving Credit Loan Agreement dated as of June 23, 2005 (as amended, modified, supplemented or restated and in effect, the “Credit Agreement”);

     WHEREAS, the Obligors have requested that the Lender amend certain terms and conditions of the Credit Agreement; and

     WHEREAS, the Lender hereby agrees to amend certain terms and conditions of the Credit Amendment as set forth herein.

     NOW THEREFORE, it is hereby agreed as follows:

1. Definitions. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.

2. Amendments to Credit Agreement. The provisions of the Credit Agreement are hereby amended as follows:

     (a) The definition of “Revolving Credit Loan Maturity Date” contained in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

     “Revolving Credit Loan Maturity Date” shall mean June 1, 2010.

     (b) The following new definitions are hereby added to Section 1.1 of the Credit Agreement in appropriate alphabetical order:

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     (i) “Available Revolving Credit Loan Commitment” shall mean, as of any date of determination, an amount equal to (a) the Revolving Credit Loan Commitment, minus (b) the aggregate amount of all outstanding Letters of Credit, minus (c) the aggregate amount of all outstanding Advances.

     (ii) “Liquidity” shall mean, as of the date of determination, the result (so long as such result is a positive number) of (a) the Available Revolving Credit Loan Commitment, plus (b) Qualified Cash.

     (iii) “Qualified Cash” shall mean, as of any date of determination, the amount of unrestricted cash, cash equivalents and marketable securities of Obligors (as shown on the financial statements of Obligors) that is not subject to any lien, except in favor of Lender.

     (c) Section 2.4 f. of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“f. Principal on the Revolving Credit Note is due in full in a single payment on the Revolving Credit Loan Maturity Date. The Revolving Credit Note notwithstanding, Obligors shall repay such outstanding advances as are necessary to reduce the outstanding principal balance thereunder to the extent necessary so as not to exceed the Revolving Credit Loan Ceiling.”

     (d) Section 5.10 c. of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“c. To maintain, on a Consolidated Basis, a Funded Debt and Letter of Credit Exposure to EBITDAR ratio of (i) not greater than 4.50 to 1.00 for each of the fiscal quarters ending August 2, 2008 and November 1, 2008 and (ii) not greater than 4.00 to 1.00 for each of the fiscal quarters ending thereafter, in each case as measured at the end of each fiscal quarter, with EBITDAR calculated on a rolling four (4) quarter basis.”

     (e) The following new Section 5.10 e. is hereby added to the Credit Agreement immediately following Section 5.10 d.:

“e. To maintain Liquidity of not less than $150,000,000, measured as follows: (i) at the end of each fiscal quarter; (ii) on each date upon which an Advance(s) under the Revolving Credit Loan is requested; and (iii) at all times during which any Advance(s) under the Revolving Credit Loan are outstanding.”

3. Conditions to Effectiveness. This Second Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender:

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     (a) This Second Amendment shall have been duly executed and delivered by the Obligors and the Lender. The Lender shall have received a fully executed copy of this Second Amendment.

     (b) All necessary consents and approvals to this Second Amendment shall have been obtained.

     (c) No Event of Default shall have occurred and be continuing, both before and immediately after giving effect to, the execution of this Second Amendment.

     (d) The Lender shall have received such other documents, instruments and agreements as the Lender may reasonably require in order to give effect to, and implement the terms and conditions of, this Second Amendment.

4. Miscellaneous.

     (a) Except as provided herein, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The Obligors hereby ratify, confirm, and reaffirm all of the representations, warranties and covenants therein contained, other than representations and warranties that relate solely to an earlier date and except for changes therein expressly permitted under the Loan Documents.

     (b) The Obligors shall pay all reasonable out-of-pocket costs and expenses incurred by the Lender in connection with this Second Amendment, including, without limitation, all reasonable attorneys’ fees.

     (c) This Second Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered, shall be an original, and all of which together shall constitute one instrument.

     (d) This Second Amendment expresses the entire understanding of the parties with respect to the matters set forth herein and supersedes all prior discussions or negotiations hereon.

[SIGNATURE PAGES FOLLOW]

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     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed and their seals to be hereto affixed as the date first above written.

OBLIGORS:
CHICO’S FAS, INC.
By:	/s/ Kent A. Kleeberger
Name:		Kent A. Kleeberger
Title:		Executive Vice President/CFO
CHICO’S RETAIL SERVICES, INC.
By:	/s/ Kent A. Kleeberger
Name:		Kent A. Kleeberger
Title:		Executive Vice President/CFO
PAZO, INC.
By:	/s/ Scott A. Edmonds
Name:		Scott A. Edmonds
Title:		President
WHITE HOUSE | BLACK MARKET, INC.
By:	/s/ Kent A. Kleeberger
Name:		Kent A. Kleeberger
Title:		Executive Vice President/CFO
SOMA INTIMATES, LLC
By:	/s/ Kent A. Kleeberger
Name:		Kent A. Kleeberger
Title:		Executive Vice President/CFO

[Second Amendment to Credit Agreement]

CHICO’S DISTRIBUTION SERVICES, LLC
By:	/s/ Kent A. Kleeberger
Name:		Kent A. Kleeberger
Title:		Executive Vice President/CFO
FITAPPCO, INC.
By:	/s/ Scott A. Edmonds
Name:		Scott A. Edmonds
Title:		President
LENDER:
BANK OF AMERICA, N.A.
By:	/s/ Kathleen Dimock
Name:		Kathleen Dimock
Title:		Managing Director

[Second Amendment to Credit Agreement]