Third Amendment to Fifth Amended and Restated Cred






Exhibit 10.2




Execution copy




THIRD AMENDMENT TO

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT




              This THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
is entered into as of this 14th day of February, 2008 among WILSONS LEATHER HOLDINGS
INC., a Minnesota corporation (“Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as Lender, Term Lender, Swing Line Lender and as Agent (“Agent”), the Credit Parties
signatory hereto and the Lenders signatory hereto. Unless otherwise specified herein, capitalized
terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement (as
hereinafter defined).




RECITALS




              WHEREAS, Borrower, certain Credit Parties, Agent and Lenders have entered into that certain
Fifth Amended and Restated Credit Agreement dated as of December 29, 2006 (as amended,
supplemented, restated or otherwise modified from time to time, the “Credit Agreement”); and




              WHEREAS, Borrower, the Credit Parties signatories to the Credit Agreement, the Lenders and
Agent wish to amend certain provisions of the Credit Agreement, as more fully set forth herein.




              NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



Section 1 Amendments to the Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, the parties hereto hereby agree to
amend the Credit Agreement as follows:




     (a)     The third sentence of Section 1.1(a)(i) of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:




          “The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any
time the lesser of (A) the Maximum Amount less the sum of 100% of the Letter of
Credit Obligations, 100% of the Eligible Trade L/C Obligations and 100% of the Swing Line
Loan outstanding and (B) the Borrowing Base plus the aggregate amount of
unrestricted cash on deposit in a deposit account of Borrower under the control of the
Agent, at a bank or other financial institution acceptable to Agent and subject to a
tri-party blocked account agreement by and among Agent, such bank or financial institution
and Borrower in form and substance satisfactory to Agent, less the sum of 100% of
the Letter of Credit Obligations, 100% of the Eligible Trade L/C Obligations and 100% of the
Swing Line Loan outstanding at such time (such amount, “Borrowing Availability”).“



     (b)     The second sentence of Section 1.1(c)(i) of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:



 









 






          “The aggregate amount of Swing Line Advances outstanding shall not exceed the lesser of
(A) the Swing Line Commitment and (B) the Borrowing Base plus the aggregate amount
of unrestricted cash on deposit in a deposit account of Borrower under the control of the
Agent, at a bank or other financial institution acceptable to Agent and subject to a
tri-party blocked account agreement by and among Agent, such bank or financial institution
and Borrower in form and substance satisfactory to Agent, less the sum of the
outstanding balance of the Revolving Credit Advances, 100% of outstanding Letter of Credit
Obligations and 100% of outstanding Eligible Trade L/C Obligations (“Swing Line
Availability”).”



     (c)     The third sentence of Section 1.2 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:




          “In addition, the sum of 100% of the Letter of Credit Obligations and 100% of
outstanding Eligible Trade L/C Obligations shall not exceed the Borrowing Base, plus
the aggregate amount of unrestricted cash on deposit in a deposit account of Borrower under
the control of the Agent, at a bank or other financial institution acceptable to Agent and
subject to a tri-party blocked account agreement by and among Agent, such bank or financial
institution and Borrower in form and substance satisfactory to Agent, less the then
outstanding Revolving Credit Advances and Swing Line Loan.”



     (d)     Section 1.19 of the Credit Agreement is hereby amended by adding the following new
sentence at the end thereof:




          “Notwithstanding anything to the contrary set forth herein, any Inventory-Apparel
located at the Closed Stores shall not constitute Eligible Inventory-Apparel following the
date on which Borrower has received the Guaranteed Amount (as defined in the Agency
Agreement).”



     (e)     Section 1.21 of the Credit Agreement is hereby amended by adding the following new
sentence at the end thereof:




          “Notwithstanding anything to the contrary set forth herein, any In-Transit Inventory in
transit to or from a Closed Store shall not constitute Eligible In-Transit Inventory-Retail
following the date on which Borrower has received the Guaranteed Amount (as defined in the
Agency Agreement).”



     (f)     Section 1.24 of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:




          “1.24 [Intentionally Omitted]”



     (g)     Section 6.8(a) of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:




          “(a) (i) the sale of Inventory in the ordinary course of business and (ii) (v) sales of
Inventory and other assets (collectively, the “Merchandise”) of Borrower and certain
other Credit Parties (collectively, the “Merchants”) which are located at Merchants’
retail



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store locations listed on Schedule K attached hereto (collectively, the
“Closed Stores”), solely to the extent such sales are consummated in the Closed
Stores by means of a promotional, store closing or similar sale (the “Store Closing
Sale”), (x) sales (the “FF&E Sale”) of furnishings, trade fixtures, Equipment
and real property improvements in connection with the Store Closing Sale which are located
at the Closed Stores(the “FF&E”), (y) the sale or termination or other mitigation of
damages with respect to the leases of the real property listed on Schedule L
attached hereto (the actions and events described in this clause (y), the “Lease
Mitigations” and together with the Store Closing Sale and the FF&E Sale are collectively
being referred to herein as, the “Comprehensive Sale”) and (z) upon completion of
the Comprehensive Sale the transfer by Merchants to Hilco/Gordon Brothers Joint Venture, or
to a landlord or a designee of Hilco/Gordon Brothers Joint Venture (as applicable) title to
all Merchandise and any FF&E remaining at the Closed Stores at the conclusion of the
Comprehensive Sale pursuant to terms and conditions of the Agency Agreement (and Agent and
Lenders hereby agree that all security interests held by Agent in and to such Merchandise
and the FF&E transferred pursuant to above clause (z) shall be deemed released upon
such transfer by Merchants and Lenders hereby direct Agent to release such security
interest, and Agent hereby further agrees to prepare, execute and deliver to Borrower, at
Credit Parties’ expense, an appropriate UCC financing statement amendment as soon after the
completion of the Comprehensive Sale as practicable to evidence the release of Agent’s
security interests on such Merchandise and FF&E),”



     (h)     Section 6 of the Credit Agreement is hereby amended by adding the following
Section 6.20 thereto which shall read in its entirety as follows:




          “6.20 Lease Mitigations




          No Credit Party shall directly or indirectly make payments in connection with one or
more Lease Mitigations in an aggregate amount in excess of $8,600,000 on or after the Third
Amendment Effective Date.”



     (i)     Section 5 of the Credit Agreement is hereby amended by adding the following
Section 5.11 thereto which shall read in its entirety as follows:




          “5.11 Additional Deliveries.




          On or prior to February 25, 2008, Borrower shall deliver to Agent Ultimate Parent’s
forecasted consolidated balance sheets, profit and loss statements, cash flow statements and
borrowing availability projections on a monthly basis for the remaining period in the Fiscal
Year ending in January, 2009 and for the Fiscal Year ending in January, 2010, which, in each
case, shall be (i) prepared in a manner consistent with the historical Financial Statements
of Ultimate Parent together with appropriate supporting details and a statement of
underlying assumptions and (ii) in form and substance reasonably satisfactory to Agent (the
“Updated Projections”); provided that, notwithstanding anything to the
contrary contained herein or otherwise, from and after the Third Amendment Effective Date
through and including the date of receipt by Agent of the Updated Projections, in form and
substance reasonably satisfactory to Agent, no



3









 







Revolving Loans may be outstanding under this Agreement (other than Letter of Credit
Obligations and Eligible Trade L/C Obligations).”



     (j)     Clause (b) of Section 8.1 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:




          “(b) Any Credit Party shall fail or neglect to perform, keep or observe any of the
provisions of Sections 1.4, 1.8, 5.4, 5.11 or 6, or
any of the provisions set forth in Schedule E, respectively.”



     (k)     Schedule A to the Credit Agreement is hereby amended by adding the following new
definitions in alphabetical order therein:




          “Agency Agreement” means that certain Agency Agreement dated as of February
14, 2008 by and among the Borrower, the Credit Parties signatories thereto and the
Hilco/Gordon Brothers Joint Venture as in effect on the Third Amendment Effective Date.




          “Closed Stores” has the meaning set forth in Section 6.8 of the Credit
Agreement.




          “Comprehensive Sale” has the meaning set forth in Section 6.8 of the
Credit Agreement.




          “FF&E” has the meaning set forth in Section 6.8 of the Credit
Agreement.




          “FF&E Sale” has the meaning set forth in Section 6.8 of the Credit
Agreement.




          “Hilco/Gordon Brothers Joint Venture” means a joint venture composed of Hilco
Merchant Resources, LLC, Gordon Brothers Retail Partners, LLC and Hilco Real Estate, LLC.




          “Lease Mitigations” has the meaning set forth in Section 6.8 of the
Credit Agreement.




          “Merchandise” has the meaning set forth in Section 6.8 of the Credit
Agreement.




          “Merchants” has the meaning set forth in Section 6.8 of the Credit
Agreement.




          “Store Closing Sale” has the meaning set forth in Section 6.8 of the
Credit Agreement.




          “Third Amendment” shall mean that certain Third Amendment to the Fifth Amended
and Restated Credit Agreement entered into as of the 14th day of February, 2008
among the Borrower, the Agent, the Credit Parties signatory thereto and the Lenders.




          “Third Amendment Effective Date” shall mean the date on which the conditions
precedent set forth in the Third Amendment have been satisfied.”



4









 





     (l)     Each of the following definitions set forth in Schedule A to the Credit Agreement
is hereby amended and restated to read in its entirety as follows:




          “Borrowing Base” shall mean, as of any date of determination, the sum of:




          (a)     100% of the book value of Eligible Accounts-Retail at all times; plus




          (b)     the lesser of (i) $10,000,000 or (ii) 100% of the book value of Eligible
Accounts-Wholesale at all times; plus




          (c)     102.5% of the NOLV of Eligible Inventory-Apparel and 102.5% of the NOLV of the
Inventory-Apparel which shall exist upon a draw on the applicable Eligible Trade L/C-Retail;
plus




          (d)     the lesser of (i) $10,000,000 or (ii) 60% of (A) the book value of Eligible
Inventory-Wholesale (including Eligible In-Transit Inventory-Wholesale) at all times
minus (B) the book value of Eligible In-Transit Inventory-Wholesale in excess of
$5,000,000 at all times; plus




          (e)     60% of the book value of the Eligible Inventory-Wholesale, which shall exist upon a
draw on the applicable Eligible Trade L/C-Wholesale;




          less the Minimum Excess Availability Reserve and less any additional Reserve
established by Agent at such time.




          “Minimum Excess Availability Reserve” shall mean a special Reserve established
by Agent on the Closing Date and maintained by Agent in an amount at all times equal to the
sum of (x) 10% of the lesser of (i) the Maximum Amount and (ii) the sum of the amounts set
forth in clauses (a), (b), (c), (d) and (e) of the definition of Borrowing Base plus
(y) $10,000,000.”



     (m)     The first sentence of clause (a) of Schedule B to the Credit Agreement is
hereby amended and restated to read in its entirety as follows:




          “Subject to the terms and conditions of this Agreement, Agent agrees to incur from time
to time, upon the request of Borrower on behalf of Borrower and for Borrower’s account,
Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit
and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by Agent, a subsidiary
of Agent or a bank or other legally authorized Person acceptable to Agent and Borrower
(each, an “L/C Issuer”) for Borrower’s account and guaranteed by Agent;
provided, however, that the aggregate amount of the sum of all such Letter
of Credit Obligations plus Eligible Trade L/C Obligations shall not at any time
exceed the lesser of (i) Seventy-Five Million Dollars ($75,000,000) (the “L/C
Sublimit”), or (ii) the Maximum Amount less the aggregate outstanding principal
balance of the Revolving Credit Advances; provided further that Letter of
Credit Obligations plus Eligible Trade L/C Obligations shall not exceed the Borrowing Base
plus the aggregate amount of unrestricted cash on deposit in a deposit account of
Borrower under the control of the Agent, at a bank or other financial institution acceptable
to Agent and subject to a



5









 







tri-party blocked account agreement by and among Agent, such bank or financial
institution and Borrower in form and substance satisfactory to Agent less the
outstanding balance of the Revolving Credit Advances and Swing Line Advances.”



     (n)     Clause (a) of Schedule H is hereby amended and restated to read in its
entirety as follows:




          “(a)     To Agent, (1) no less frequently than daily by 1:00 p.m. (Chicago time) on each
day, a Borrowing Base Certificate with respect to Borrower, accompanied by such supporting
detail and documentation as shall be requested by Agent in its reasonable discretion, which
shall be prepared by the Borrower as of the previous day and (2) on or prior to 5 Business
Days after the end of each Fiscal Month, a Borrowing Base Certificate with respect to
Borrower, accompanied by such supporting detail and documentation as shall be requested by
Agent in its reasonable discretion, which shall be prepared by the Borrower as of the last
day of the immediately preceding Fiscal Month; and”



     (o)     Schedule H to the Credit Agreement is hereby amended by adding the following new
clauses (h) and (i) at the end thereof:




          “(h)     Borrower, at its own expense, shall deliver to Agent on or prior to the first
Friday to occur following the commencement of the Comprehensive Sale and each Friday
thereafter until the Comprehensive Sale is completed a summary of the cash proceeds and
disbursements of fees, costs and other expenses relating to the Comprehensive Sale, in form
and substance satisfactory to Agent.




          (i)        Borrower, at its own expense, shall deliver to Agent from and after the Third
Amendment Effective Date, (x) on or prior to the fifth day of each calendar month, an
updated appraisal, prepared on a NOLV basis and by a Person and in a form reasonably
acceptable to Agent, of the Inventory owned by the Borrower as of the last day of the then
immediately preceding calendar month and (y) upon Agent’s request, by 12:00 p.m. (Chicago
time) on Wednesday of each week, an updated appraisal, prepared on a NOLV basis and by a
Person and in a form reasonably acceptable to Agent, of the Inventory owned by the Borrower
as of the last Friday of the immediately preceding week.”



     (p)     The Credit Agreement is hereby amended to add as Schedules K and L thereto
the Schedules K and L attached hereto.


Section 2 Representations and Warranties. Borrower and the Credit Parties who are party
hereto represent and warrant that:




     (a)     the execution, delivery and performance by Borrower and such Credit Parties of this
Amendment have been duly authorized by all necessary corporate action and this Amendment is a
legal, valid and binding obligation of Borrower and such Credit Parties enforceable against
Borrower and such Credit Parties in accordance with its terms, except as the enforcement thereof
may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors’ rights generally and (ii) general



6









 




principles of equity (regardless of whether such enforcement is sought in a proceeding in
equity or at law);




     (b)     each of the representations and warranties contained in the Credit Agreement (as amended
hereby) is true and correct in all material respects on and as of the date hereof as if made on the
date hereof, except to the extent that such representations and warranties expressly relate to an
earlier date;



     (c)     neither the execution, delivery and performance of this Amendment nor the consummation of
the transactions contemplated hereby does or shall contravene, result in a breach of, or violate
(i) any provision of Borrower’s or Credit Parties’ certificate or articles of incorporation or
bylaws, (ii) any law or regulation, or any order or decree of any court or government
instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument
to which Borrower, the Credit Parties or any of their Subsidiaries is a party or by which Borrower,
the Credit Parties or any of their Subsidiaries or any of their property is bound, except in any
such case to the extent such conflict or breach has been waived by a written waiver document a copy
of which has been delivered to Agent on or before the date hereof; and



     (d)     no Default or Event of Default will exist or result after giving effect hereto.


Section 3 Conditions to Effectiveness. This Amendment will be effective only upon
satisfaction of the following:




     (a)     Execution and delivery of this Amendment by Borrower, the Credit Parties that are listed
on the signature pages hereto, the Agent and each Lender;



     (b)     Delivery to Agent of certified copies of (i) that certain Agency Agreement dated as of
February 14, 2008 by and among the Borrower, the Credit Parties signatories thereto and the
Hilco/Gordon Brothers Joint Venture, and (ii) all other agreements, documents and instruments
executed and/or delivered in connection with the foregoing; and



     (c)     Payment of an amendment fee to Agent, for the benefit of Lenders signatory hereto, in an
amount equal to $172,500, which amendment fee shall be fully earned and payable on the date hereof.


Section 4 Reference to and Effect Upon the Credit Agreement.




     (a)     Except as specifically set forth herein, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.



     (b)     The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of Agent or any Lender under the Credit Agreement or any Loan
Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document,
except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar
import shall mean and refer to the Credit Agreement as amended hereby.



7









 





Section 5 Waiver and Release.




              In consideration of the foregoing, each of Borrower and each Credit Party hereby waives,
releases and covenants not to sue Agent or any Lender with respect to, any and all claims it may
have against Agent or any Lender, whether known or unknown, arising in tort, by contract or
otherwise prior to the date hereof relating to one or more Loan Documents.




Section 6 Costs and Expenses.




              As provided in Section 11.3 of the Credit Agreement, Borrower agrees to reimburse
Agent for all fees, costs and expenses, including the fees, costs and expenses of counsel or other
advisors for advice, assistance, or other representation in connection with this Amendment.




Section 7 Governing Law.




              THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF ILLINOIS.




Section 8 Headings.




              Section headings in this Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other purposes.




Section 9 Counterparts.




              This Amendment may be executed in any number of counterparts, each of which when so executed
shall be deemed an original but all such counterparts shall constitute one and the same instrument.




Section 10 Confidentiality.




              The matters set forth herein are subject to Section 11.18 of the Credit Agreement, which is
incorporated herein by reference.




[signature page follows]




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              IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.




	 	 	 	 	 
	 	BORROWER:




WILSONS LEATHER HOLDINGS INC.

 	 
	 	By:	/s/ Stacy A. Kruse	 
	 	Title: 	Chief Financial Officer and Treasurer	 
	 	 	 	 
	 
	 	LENDERS:



GENERAL ELECTRIC CAPITAL 

CORPORATION, as Agent, Lender, Term Lender
and Swing Line Lender

 	 
	 	By:	/s/ Kristina M. Miller	 
	 	Title: 	Duly
Authorized Signatory	 
	 	 	 	 
	 	 	 	 
	 



[Signature Page to Third Amendment]




 









 








              The undersigned are executing this Amendment in their capacity as Credit Parties:




Wilsons The Leather Experts Inc.




By: /s/ Stacy A. Kruse





Title: Chief Financial Officer and Treasurer
 





Wilsons Center, Inc.




By: /s/ Stacy A. Kruse
 




Title: Chief Financial Officer and Treasurer
 





Rosedale Wilsons, Inc.



By: /s/ Stacy A. Kruse
 




Title: Chief Financial Officer and Treasurer
 






River Hills Wilsons, Inc.




By /s/ Stacy A. Kruse
 




Title: Chief Financial Officer and Treasurer
 





Bermans The Leather Experts Inc.



By: /s/ Stacy A. Kruse
 




Title: Chief Financial Officer and Treasurer
 






[Signature Page to Third Amendment]




 









 





Schedule K
List
of Closed Stores









Store List








prepared: 02/10/08




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store #	 	Segment	 	Name	 	Address	 	 	 	City	 	State	 	Close Date	 
	 
	2
	 	Mall	 	East Towne Mall	 	57 East Towne Mall	 	 	 	Madison	 	WI	 	 	      04/23/08
	4
	 	Mall	 	Northtown	 	364 Northtown Drive	 	 	 	Blaine	 	MN	 	 	      05/01/08
	5
	 	Mall	 	Southridge	 	5300 South 76th Street	 	Unit 140	 	Greendale	 	WI	 	 	      04/30/08
	8
	 	Mall	 	Rosedale	 	1010 Rosedale Center	 	Spc 500	 	Roseville	 	MN	 	 	      05/03/08
	11
	 	Mall	 	Brookfield Square	 	95 North Moorland Road	 	Spc C-18	 	Brookfield	 	WI	 	 	      04/23/08
	12
	 	Mall	 	Maplewood	 	3001 White Bear Avenue	 	Ste 1037	 	St. Paul	 	MN	 	 	      04/27/08
	14
	 	Mall	 	Merle Hay Mall	 	3800 Merle Hay Road	 	Spc 511	 	Des Moines	 	IA	 	 	      04/13/08
	15
	 	Mall	 	Cherryvale	 	E-110 Cherryvale Mall	 	 	 	Rockford	 	IL	 	 	      05/01/08
	20
	 	Mall	 	N. Riverside Park	 	7501 West Cermak Road	 	 	 	North Riverside	 	IL	 	 	      04/27/08
	21
	 	Mall	 	W/S Fox Valley	 	2140 Fox Valley Center	 	 	 	Aurora	 	IL	 	 	      04/27/08
	23
	 	Mall	 	Burnsville Center	 	2020 Burnsville Center	 	 	 	Burnsville	 	MN	 	 	      04/30/08
	27
	 	Mall	 	W/S Louis Joliet	 	3340 Mall Loop Drive	 	Spc 1216	 	Joliet	 	IL	 	 	      04/20/08
	33
	 	Mall	 	Harlem Irving	 	4180 North Harlem Avenue	 	Spc 60	 	Norridge	 	IL	 	 	      04/30/08
	34
	 	Mall	 	Great Lakes Mall	 	7850 Mentor Road	 	Spc 550	 	Mentor	 	OH	 	 	      03/30/08
	36
	 	Mall	 	W/S Hawthorn	 	518 Hawthorn Center	 	 	 	Vernon Hills	 	IL	 	 	      04/27/08
	40
	 	Mall	 	W/S Richland	 	620 Richland Mall	 	 	 	Mansfield	 	OH	 	 	      04/13/08
	45
	 	Mall	 	W/S Great Northern	 	640 Great Northern Mall	 	 	 	North Olmsted	 	OH	 	 	      04/23/08
	47
	 	Mall	 	Valley View Mall	 	3800 State Road 16	 	Ste 161	 	LaCrosse	 	WI	 	 	      04/23/08
	49
	 	Mall	 	Empire	 	1630 Empire Mall	 	Spc 416	 	Sioux Falls	 	SD	 	 	      05/04/08
	51
	 	Mall	 	Florence Mall	 	1137 Florence Mall	 	 	 	Florence	 	KY	 	 	      04/30/08
	53
	 	Mall	 	Glenbrook Square	 	4201 Coldwater Road	 	#M12	 	Fort Wayne	 	IN	 	 	      04/30/08
	54
	 	Mall	 	Southpark	 	4500 16th Street	 	#160	 	Moline	 	IL	 	 	      03/30/08
	55
	 	Mall	 	Northpark	 	320 Kimberly Road	 	#621	 	Davenport	 	IA	 	 	      04/20/08
	57
	 	Mall	 	Regency	 	5716 Durand Avenue	 	#D412	 	Racine	 	WI	 	 	      04/13/08
	68
	 	Mall	 	Chapel Hill	 	2000 Brittain Road	 	Ste 201	 	Akron	 	OH	 	 	      04/20/08
	71
	 	Mall	 	White Oaks	 	2501 Wabash Avenue	 	Spc G-08	 	Springfield	 	IL	 	 	      04/20/08
	72
	 	Mall	 	Eastland Mall	 	800 North Green River Road	 	#226	 	Evansville	 	IN	 	 	      04/20/08
	77
	 	Mall	 	W/S Belden Village	 	4140 Belden Village Mall	 	Spc C-16	 	Canton	 	OH	 	 	      05/01/08
	79
	 	Mall	 	River Oaks	 	159 & Torrence Avenue	 	Spc A-33	 	Calumet City	 	IL	 	 	      05/04/08
	82
	 	Mall	 	Market Place	 	2000 North Neil Street	 	Spc D-13	 	Champaign	 	IL	 	 	      04/23/08
	93
	 	Mall	 	Evergreen Plaza	 	9700 South Western Avenue	 	Spc G6A	 	Evergreen Park	 	IL	 	 	      04/30/08
	101
	 	Mall	 	Kirkwood Plaza	 	883 Kirkwood Plaza	 	 	 	Bismarck	 	ND	 	 	      04/30/08
	102
	 	Mall	 	Southern Park	 	7401 Market Street	 	Spc 721	 	Youngstown	 	OH	 	 	      04/27/08
	106
	 	Mall	 	Citadel	 	750 Citadel Drive East	 	Spc 2006	 	Colorado Springs	 	CO	 	 	      04/27/08
	108
	 	Mall	 	Eastwood	 	5555 Youngstown-Wareen Road	 	Spc 669	 	Niles	 	OH	 	 	      03/30/08
	109
	 	Mall	 	Eastland Mall	 	1615 East Empire Street	 	Spc 7	 	Bloomington	 	IL	 	 	      04/23/08
	113
	 	Mall	 	Jefferson Mall	 	4801 Outer Loop	 	Spc A264	 	Louisville	 	KY	 	 	      04/13/08
	125
	 	Mall	 	Boulevard Mall	 	1207 Niagra Falls Boulevard	 	 	 	Amherst	 	NY	 	 	      05/01/08
	133
	 	Mall	 	Westgate	 	7701 West Interstate 40	 	Ste 516	 	Amarillo	 	TX	 	 	      04/27/08
	142
	 	Mall	 	Hickory Hollow	 	5252 Hickory Hollow Mall	 	Spc 2001	 	Antioch	 	TN	 	 	      03/22/08
	148
	 	Mall	 	McKinley Mall	 	3701 McKinley Parkway	 	Spc 719	 	Buffalo	 	NY	 	 	      04/13/08
	150
	 	Mall	 	South Plains	 	6002 Slide Road	 	Spc G27	 	Lubbock	 	TX	 	 	      04/20/08
	158
	 	Mall	 	Millcreek Mall	 	260 Millcreek Mall	 	 	 	Erie	 	PA	 	 	      05/04/08
	160
	 	Mall	 	Lynnhaven Mall	 	701 Lynnhaven Parkway	 	Spc E-10	 	Virginia Beach	 	VA	 	 	      04/30/08
	165
	 	Mall	 	Battlefield Mall	 	2825 South Glen Stone	 	Spc P02	 	Springfield	 	MO	 	 	      04/06/08
	166
	 	Mall	 	Northwoods	 	2200 West War Memorial Drive	 	Spc CU13/14	 	Peoria	 	IL	 	 	      04/23/08
	167
	 	Mall	 	Muncie	 	3501 North Granville Avenue	 	Spc L-3A	 	Muncie	 	IN	 	 	      03/30/08
	174
	 	Mall	 	Dover	 	5020A Dover Mall	 	 	 	Dover	 	DE	 	 	      04/23/08
	181
	 	Mall	 	Oakwood	 	4800 Golf Road	 	Spc 330	 	Eau Claire	 	WI	 	 	      04/23/08
	202
	 	Mall	 	Westmoreland Mall	 	5256 Route 30	 	Spc 130	 	Greensburg	 	PA	 	 	      03/30/08
	203
	 	Mall	 	Holyoke	 	50 Holyoke Street	 	Spc B-228	 	Holyoke	 	MA	 	 	      04/23/08
	206
	 	Mall	 	Rivergate	 	1000 Rivergate Parkway	 	Ste 1830	 	Goodlettsville	 	TN	 	 	      03/30/08
	210
	 	Mall	 	Monmouth	 	Routes 35 & 36	 	Spc 324	 	Eatontown	 	NJ	 	 	      04/13/08
	218
	 	Mall	 	Crossgates Mall	 	1 Crossgates Mall Road	 	Spc B115	 	Albany	 	NY	 	 	      05/04/08
	220
	 	Mall	 	W/S Wheaton Plaza	 	11160 Veirs Mill Road	 	Spc G-10C	 	Wheaton	 	MD	 	 	      03/30/08
	240
	 	Mall	 	Ford City	 	7601 South Cicero Avenue	 	Spc 1260	 	Chicago	 	IL	 	 	      04/27/08
	242
	 	Mall	 	Lincolnwood TC	 	3333 West Touhy Avenue	 	 	 	Lincolnwood	 	IL	 	 	      04/30/08
	2022
	 	Mall	 	Vintage Faire	 	163 Vintage Faire Mall	 	 	 	Modesto	 	CA	 	 	      04/23/08
	2023
	 	Mall	 	Sunrise	 	6034 Sunrise Mall	 	 	 	Citrus Heights	 	CA	 	 	      03/22/08
	2032
	 	Mall	 	NewPark	 	1041 Newpark Mall	 	 	 	Newark	 	CA	 	 	      03/30/08
	2036
	 	Mall	 	Southland	 	350 Southland Mall	 	 	 	Hayward	 	CA	 	 	      04/23/08
	2038
	 	Mall	 	Sunvalley	 	129 Sunvalley Mall	 	Spc B-122	 	Concord	 	CA	 	 	      04/27/08
	2041
	 	Mall	 	Northridge SC	 	1422 Northridge Shopping Center	 	Spc 3	 	Salinas	 	CA	 	 	      04/13/08
	2088
	 	Mall	 	Montgomery Mall	 	276 Montgomery Mall	 	Spc F-11	 	North Wales	 	PA	 	 	      04/20/08
	2090
	 	Mall	 	Century III	 	3075 Clairton Road	 	Spc 816	 	West Mifflin	 	PA	 	 	      04/27/08
	2110
	 	Mall	 	Northlake	 	4800 Briarcliff Road	 	Spc 1141	 	Atlanta	 	GA	 	 	      03/30/08
	2121
	 	Mall	 	Marketplace	 	410 Miracle Mile Drive	 	 	 	Rochester	 	NY	 	 	      04/30/08
	2124
	 	Mall	 	Cross County	 	4A Mall Walk	 	 	 	Yonkers	 	NY	 	 	      04/23/08
	2131
	 	Mall	 	Serramonte	 	5A Serramonte Center	 	 	 	Daly City	 	CA	 	 	      04/30/08
	2135
	 	Mall	 	Towne East	 	7700 East Kellogg Street	 	Spc 773	 	Wichita	 	KS	 	 	      04/30/08
	2138
	 	Mall	 	W/S South Shore	 	1701 Sunrise Highway	 	Spc B-9/10	 	Bay Shore	 	NY	 	 	      03/30/08
	2141
	 	Mall	 	Fox Run	 	50 Fox Run Road	 	Ste 92	 	Portsmouth	 	NH	 	 	      05/03/08
	2142
	 	Mall	 	Greece Ridge	 	1354 Long Pond Road	 	Spc 14	 	Greece	 	NY	 	 	      04/23/08
	2146
	 	Mall	 	North Dartmouth	 	138 North Dartmouth Mall	 	 	 	North Dartmouth	 	MA	 	 	      04/13/08
















 





Schedule K
List
of Closed Stores









Store List








prepared: 02/10/08




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store #	 	Segment	 	Name	 	Address	 	 	 	City	 	State	 	Close Date	 
	 
	2155
	 	Mall	 	Mall New Hampshire	 	1500 South Willow Street	 	Spc E-19	 	Manchester	 	NH	 	 	      05/04/08
	2160
	 	Mall	 	W/S Oakridge	 	925 Blossom Hill Road, Ste 1114	 	Box B, Door 9	 	San Jose	 	CA	 	 	      04/13/08
	2168
	 	Mall	 	W/S Solano	 	1350 Travis Boulevard	 	Spc H-11	 	Fairfield	 	CA	 	 	      04/10/08
	2178
	 	Mall	 	Beaver Valley	 	644 Beaver Valley Mall	 	 	 	Monaca	 	PA	 	 	      04/20/08
	2180
	 	Mall	 	Whitney Field	 	100 Commercial Road	 	Spc #46	 	Leominster	 	MA	 	 	      03/30/08
	2181
	 	Mall	 	Bangor Mall	 	663 Stillwater Avenue	 	Spc G-16	 	Bangor	 	ME	 	 	      05/02/08
	2197
	 	Mall	 	Harrisburg Mall	 	Paxton Street & I-83	 	Spc J-3A	 	Harrisburg	 	PA	 	 	      05/02/08
	2221
	 	Mall	 	Rogue Valley	 	1600 North Riverside	 	Spc 1136	 	Medford	 	OR	 	 	      03/30/08
	2228
	 	Mall	 	Hamilton Mall	 	4403 Blackhorse Pike	 	Spc 123	 	Mays Landing	 	NJ	 	 	      04/13/08
	2243
	 	Mall	 	Galleria Wht Plains	 	100 Main Street	 	Spc 326	 	White Plains	 	NY	 	 	      03/19/08
	2244
	 	Mall	 	Great Northern	 	4081 Route 31	 	Box 2206	 	Clay	 	NY	 	 	      04/20/08
	2262
	 	Mall	 	Boise Town Square	 	350 North Milwaukee	 	Spc 2101	 	Boise	 	ID	 	 	      04/27/08
	2285
	 	Mall	 	Emerald Square	 	346 Emerald Square	 	Spc W325	 	North Attleborough	 	MA	 	 	      04/20/08
	2287
	 	Mall	 	Bayshore	 	3300 Broadway	 	 	 	Eureka	 	CA	 	 	      04/06/08
	2295
	 	Mall	 	W/S Vancouver	 	8700 Vancouver Mall Drive	 	 	 	Vancouver	 	WA	 	 	      04/13/08
	2302
	 	Mall	 	Southland	 	23000 Eureka Road & Pardee	 	 	 	Taylor	 	MI	 	 	      04/20/08
	2303
	 	Mall	 	Genesee Valley	 	3329 South Linden Road	 	 	 	Flint	 	MI	 	 	      04/20/08
	2304
	 	Mall	 	Westland SC	 	35000 West Warren Road	 	Spc 624	 	Westland	 	MI	 	 	      04/23/08
	2305
	 	Mall	 	Fashion Square	 	4856 Fashion Square Mall	 	 	 	Saginaw	 	MI	 	 	      05/04/08
	2307
	 	Mall	 	Lansing	 	5786 West Saginaw Highway	 	 	 	Lansing	 	MI	 	 	      03/30/08
	2311
	 	Mall	 	Crossroads	 	6650 South Westnedge Avenue	 	Spc 119	 	Portage	 	MI	 	 	      04/20/08
	2314
	 	Mall	 	Lakeview Square	 	5775 Beckley Road	 	Spc B-111	 	Battle Creek	 	MI	 	 	      03/18/08
	2317
	 	Mall	 	W/S Chicago Ridge	 	580 Chicago Ridge Mall	 	Spc A-7	 	Chicago Ridge	 	IL	 	 	      04/30/08
	2324
	 	Mall	 	Orland Square	 	652 Orland Square	 	Spc F-13	 	Orland Park	 	IL	 	 	      04/30/08
	2330
	 	Mall	 	Spring Hill	 	1258 Spring Hills Mall	 	 	 	West Dundee	 	IL	 	 	      04/23/08
	2331
	 	Mall	 	Stratford Square	 	408 Stratford Square	 	Spc # D8	 	Bloomingdale	 	IL	 	 	      04/27/08
	2333
	 	Mall	 	Eastgate	 	4601-348 Eastgate Boulevard	 	 	 	Cincinnati	 	OH	 	 	      04/20/08
	2334
	 	Mall	 	W/S Southlake	 	1961 Southlake Mall, Dock D	 	 	 	Merrillville	 	IN	 	 	      04/30/08
	2400
	 	Mall	 	York Galleria	 	2899 Whiteford Road	 	Spc 122	 	York	 	PA	 	 	      04/20/08
	2402
	 	Mall	 	W/S Parkway Plaza	 	449 Parkway Plaza	 	Spc N-10	 	El Cajon	 	CA	 	 	      05/01/08
	2405
	 	Mall	 	Arden Fair	 	1689 East Arden Way	 	Spc 2114	 	Sacramento	 	CA	 	 	      04/27/08
	2408
	 	Mall	 	Four Seasons T/C	 	400 Four Seasons Mall	 	Ste 123A	 	Greensboro	 	NC	 	 	      04/27/08
	2421
	 	Mall	 	Paradise Valley	 	4550 East Cactus Road	 	Spc G-16	 	Phoenix	 	AZ	 	 	      03/02/08
	2426
	 	Mall	 	Southern Hills	 	4400 Sergeant Road	 	 	 	Sioux City	 	IA	 	 	      04/27/08
	2438
	 	Mall	 	River Hills	 	1850 Adams	 	Ste 416	 	Mankato	 	MN	 	 	      04/27/08
	2443
	 	Mall	 	St. Charles T/C	 	11110 Mall Circle	 	Ste 1023	 	Waldorf	 	MD	 	 	      04/13/08
	2445
	 	Mall	 	Northtown	 	4750 North Division Street	 	Ste 146	 	Spokane	 	WA	 	 	      04/20/08
	2453
	 	Mall	 	Cumberland	 	1000 Cumberland Parkway N.W.	 	Spc 216	 	Atlanta	 	GA	 	 	      04/27/08
	2462
	 	Mall	 	Broadway Square	 	4601 South Broadway	 	Spc 1016	 	Tyler	 	TX	 	 	      03/30/08
	2463
	 	Mall	 	Cross Creek	 	222 Cross Creek Mall	 	 	 	Fayetteville	 	NC	 	 	      05/03/08
	2465
	 	Mall	 	Grand Traverse	 	3200 South Airport Road West	 	Spc 207	 	Traverse City	 	MI	 	 	      04/23/08
	2466
	 	Mall	 	W/S Meriden Square	 	470 Lewis Avenue	 	Spc 1004	 	Meriden	 	CT	 	 	      05/01/08
	2471
	 	Mall	 	Sandusky	 	4314 Milan Road	 	Spc 255	 	Sandusky	 	OH	 	 	      03/22/08
	2477
	 	Mall	 	Rushmore	 	2200 North Maple	 	Spc 316	 	Rapid City	 	SD	 	 	      05/01/08
	2492
	 	Mall	 	Coronado Center	 	6600 Menaul Northeast	 	Ste 219	 	Albuquerque	 	NM	 	 	      04/27/08
	2501
	 	Mall	 	Square One	 	1277 Broadway Drive	 	Spc S-219	 	Saugus	 	MA	 	 	      04/20/08
	2508
	 	Mall	 	W/S Downtown Plaza	 	545 L Street	 	Spc 1011	 	Sacramento	 	CA	 	 	      04/23/08
	2629
	 	Mall	 	Oglethorpe	 	7804 Abercorn Extension,	 	Spc 103	 	Savannah	 	GA	 	 	      03/22/08
	2642
	 	Mall	 	W/S Plaza Camino	 	2525 El Camino Real	 	Ste 244	 	Carlsbad	 	CA	 	 	      04/23/08
	2647
	 	Mall	 	Bay Park	 	263 Bay Park Square	 	 	 	Green Bay	 	WI	 	 	      04/27/08
	2651
	 	Mall	 	Cottonwood Mall	 	10,000 Coors Boulevard N.W.	 	Spc E-233	 	Albuquerque	 	NM	 	 	      04/23/08
	2662
	 	Mall	 	Wolfchase	 	2760 North Germantown Pkwy	 	Ste 118	 	Memphis	 	TN	 	 	      04/27/08
	2666
	 	Mall	 	Spokane Valley	 	14700 East Indiana Avenue	 	Spc 1052	 	Spokane Valley	 	WA	 	 	      04/20/08
	2671
	 	Mall	 	Brass Mill	 	495 Union Street	 	Spc 2138	 	Waterbury	 	CT	 	 	      03/30/08
	2679
	 	Mall	 	W/S South County	 	34 South County Centerway	 	 	 	St. Louis	 	MO	 	 	      04/27/08
	2681
	 	Mall	 	W/S Independence	 	3500 Oleander Drive	 	Spc 1060	 	Wilmington	 	NC	 	 	      04/30/08
	2689
	 	Mall	 	Regency Square	 	9501 Arlington Expressway	 	Spc 270	 	Jacksonville	 	FL	 	 	      04/20/08
	2698
	 	Mall	 	FlatIron Crossing	 	2248 West Flatiron Circle	 	 	 	Broomfield	 	CO	 	 	      04/23/08
	2701
	 	Mall	 	Johnstown Galleria	 	500 Galleria Drive	 	Ste 278B	 	Johnstown	 	PA	 	 	      04/13/08
	2709
	 	Mall	 	Highland Mall	 	6001 Airport Boulevard	 	Ste 1400	 	Austin	 	TX	 	 	      03/30/08
	2720
	 	Mall	 	Patrick Henry	 	12300 Jefferson Avenue	 	Ste 813	 	Newport News	 	VA	 	 	      05/01/08
	2722
	 	Mall	 	Arbor Place	 	2080 Arbor Place Mall	 	 	 	Douglasville	 	GA	 	 	      04/13/08
	2731
	 	Mall	 	Lima Mall	 	2400 Elida Road	 	Spc 356	 	Lima	 	OH	 	 	      03/22/08
	2737
	 	Mall	 	Mall at Stonecrest	 	2929 Turner Hill Road	 	Ste 2370	 	Lithonia	 	GA	 	 	      04/20/08
	2747
	 	Mall	 	Honey Creek	 	3401 South US Highway 41	 	Spc E-7	 	Terre Haute	 	IN	 	 	      03/30/08
	2759
	 	Mall	 	Seminole Towne	 	131 Towne Center Circle	 	Spc F03-B	 	Sanford	 	FL	 	 	      03/22/08
	2764
	 	Mall	 	Volusia Mall	 	1700 West International Speedway Boulevard	 	#570	 	Daytona Beach	 	FL	 	 	      04/23/08
	2768
	 	Mall	 	Bowie Town Center	 	15518 Emerald Way	 	Spc B11	 	Bowie	 	MD	 	 	      03/22/08
	2769
	 	Mall	 	Bay City Mall	 	4101 East Wilder Road	 	Spc B213	 	Bay City	 	MI	 	 	      04/13/08
	2771
	 	Mall	 	Lakes Mall	 	5600 Harvey Street	 	Ste 2026	 	Muskegon	 	MI	 	 	      04/13/08
	2776
	 	Mall	 	Fairfield Commons	 	2727 North Fairfield Road	 	Spc E261	 	Beavercreek	 	OH	 	 	      03/30/08
	2782
	 	Mall	 	Virginia Commons	 	10101 Brook Road	 	Ste 336	 	Glen Allen	 	VA	 	 	      04/13/08
	2788
	 	Mall	 	W/S Countryside	 	27001 US Highway 19 North	 	Ste 2019	 	Clearwater	 	FL	 	 	      04/27/08
	2789
	 	Mall	 	Cordova Mall	 	5100 North 9th Avenue	 	 	 	Pensacola	 	FL	 	 	      04/13/08
	2805
	 	Mall	 	Chesapeake Square	 	4200 Portsmouth Boulevard	 	Spc 848A	 	Chesapeake	 	VA	 	 	      03/30/08
	2824
	 	Mall	 	Valley River	 	264 Valley River Center	 	 	 	Eugene	 	OR	 	 	      04/20/08
	2831
	 	Mall	 	Oakland Mall	 	342 West 14 Mile Road	 	 	 	Troy	 	MI	 	 	      03/30/08
	2836
	 	Mall	 	W/S Connecticut Post	 	1201 Boston Post Road	 	Spc 2445	 	Milford	 	CT	 	 	      04/20/08
	2837
	 	Mall	 	W/S Plaza Bonita	 	3030 Plaza Bonita Road	 	Ste 1070	 	National City	 	CA	 	 	      04/23/08
	2839
	 	Mall	 	Regency Square	 	1404 Parham Road	 	Spc K230	 	Richmond	 	VA	 	 	      03/22/08
	3050
	 	Outlet	 	Great Lakes Crossing	 	4574 Baldwin Road	 	Spc 816	 	Auburn Hills	 	MI	 	 	      04/20/08
	3057
	 	Outlet	 	Tanger Myrtle Bch II	 	4620 Factory Stores Boulevard	 	Spc N-240	 	Myrtle Beach	 	SC	 	 	      03/22/08
	3107
	 	Outlet	 	Cincinnati Mills	 	809 Cincinnati Mills Drive	 	 	 	Cincinnati	 	OH	 	 	      04/13/08
	3122
	 	Outlet	 	The Source	 	1504 Old Country Road	 	Spc J07	 	Westbury	 	NY	 	 	      04/06/08
	 
	 	 	 	 	 	 	 	 	 	 	 
	158 Stores to Close
	 	 	 	 	 	 	 	 	 	 	 

















 






     



Schedule L
List
of Leases








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Leases

	prepared: 02/10/08  
	 
	
   Store #   	 	  Segment  	 	Location	 	City	 	 State  	 	Developer	 	 Guarantor 	 	  SQ FT  	 	 	Expiration	 	 Comments
	 
	2
	 	Mall	 	East Towne Mall	 	Madison	WI	 	CBL & Assoc.	 	ROS	 	 	2,454	 	 	 	1/31/2009	 	 
	8
	 	Mall	 	Rosedale	 	Roseville	MN	 	Jones Lang LaSalle	 	NONE	 	 	4,246	 	 	 	01/31/2013	 	 
	11
	 	Mall	 	Brookfield Square	 	Brookfield	WI	 	CBL & Assoc.	 	NONE	 	 	2,440	 	 	 	01/31/2018	 	 
	12
	 	Mall	 	Maplewood	 	St. Paul	MN	 	Simon Property	 	NONE	 	 	3,019	 	 	 	01/31/2016	 	 
	14
	 	Mall	 	Merle Hay Mall	 	Des Moines	IA	 	Merle Hay	 	NONE	 	 	2,500	 	 	 	01/31/2009	 	 
	15
	 	Mall	 	Cherryvale	 	Rockford	IL	 	CBL & Assoc.	 	NONE	 	 	2,554	 	 	 	01/31/2013	 	 
	20
	 	Mall	 	N. Riverside Park	 	North Riverside	IL	 	Urban Retail	 	ROS	 	 	3,120	 	 	 	01/31/2014	 	 
	21
	 	Mall	 	W/S Fox Valley	 	Aurora	IL	 	Westfield Corp.	 	NONE	 	 	3,006	 	 	 	01/31/2011	 	 
	23
	 	Mall	 	Burnsville Center	 	Burnsville	MN	 	CBL & Assoc.	 	ROS	 	 	2,500	 	 	 	01/31/2014	 	 
	27
	 	Mall	 	W/S Louis Joliet	 	Joliet	IL	 	Westfield Corp.	 	ROS	 	 	1,946	 	 	 	5/31/2009	 	120 days from 2/1/09
	33
	 	Mall	 	Harlem Irving	 	Norridge	IL	 	Harlem-Irving	 	NONE	 	 	4,030	 	 	 	01/31/2014	 	 
	34
	 	Mall	 	Great Lakes Mall	 	Mentor	OH	 	Simon Property	 	NONE	 	 	3,134	 	 	 	02/28/2015	 	 
	36
	 	Mall	 	W/S Hawthorn	 	Vernon Hills	IL	 	Westfield Corp.	 	ROS	 	 	3,216	 	 	 	02/28/2010	 	 
	40
	 	Mall	 	W/S Richland	 	Mansfield	OH	 	Westfield Corp.	 	ROS	 	 	2,723	 	 	 	4/30/2009	 	90 days from 2/1/09
	47
	 	Mall	 	Valley View Mall	 	LaCrosse	WI	 	PREIT-Rubin	 	NONE	 	 	2,641	 	 	 	01/31/2012	 	 
	49
	 	Mall	 	Empire	 	Sioux Falls	SD	 	Macerich	 	ROS	 	 	3,381	 	 	 	01/31/2013	 	 
	51
	 	Mall	 	Florence Mall	 	Florence	KY	 	General Growth	 	NONE	 	 	2,732	 	 	 	01/31/2012	 	 
	53
	 	Mall	 	Glenbrook Square	 	Fort Wayne	IN	 	General Growth	 	ROS	 	 	2,482	 	 	 	01/31/2011	 	 
	54
	 	Mall	 	Southpark	 	Moline	IL	 	Simon Property	 	NONE	 	 	2,309	 	 	 	01/31/2010	 	 
	55
	 	Mall	 	Northpark	 	Davenport	IA	 	Simon Property	 	NONE	 	 	2,595	 	 	 	01/31/2011	 	 
	57
	 	Mall	 	Regency	 	Racine	WI	 	CBL & Assoc.	 	ROS	 	 	2,475	 	 	 	12/31/2008	 	90 days from 09/30/08
	68
	 	Mall	 	Chapel Hill	 	Akron	OH	 	CBL & Assoc.	 	NONE	 	 	2,941	 	 	 	01/31/2013	 	 
	71
	 	Mall	 	White Oaks	 	Springfield	IL	 	Simon Property	 	NONE	 	 	2,910	 	 	 	4/30/2009	 	90 days from 1/31/09
	72
	 	Mall	 	Eastland Mall	 	Evansville	IN	 	Simon Property	 	NONE	 	 	2,908	 	 	 	01/31/2013	 	 
	77
	 	Mall	 	W/S Belden Village	 	Canton	OH	 	Westfield Corp.	 	ROS	 	 	3,000	 	 	 	04/30/2015	 	 
	79
	 	Mall	 	River Oaks	 	Calumet City	IL	 	Simon Property	 	NONE	 	 	3,296	 	 	 	01/31/2010	 	 
	82
	 	Mall	 	Market Place	 	Champaign	IL	 	General Growth	 	NONE	 	 	2,308	 	 	 	01/31/2009	 	 
	102
	 	Mall	 	Southern Park	 	Youngstown	OH	 	Simon Property	 	NONE	 	 	2,325	 	 	 	01/31/2016	 	 
	106
	 	Mall	 	Citadel	 	Colorado Springs	CO	 	Macerich	 	ROS	 	 	4,030	 	 	 	01/31/2009	 	 
	108
	 	Mall	 	Eastwood	 	Niles	OH	 	Cafaro	 	ROS	 	 	2,560	 	 	 	01/31/2010	 	 
	109
	 	Mall	 	Eastland Mall	 	Bloomington	IL	 	CBL & Assoc.	 	NONE	 	 	2,200	 	 	 	01/31/2009	 	 
	113
	 	Mall	 	Jefferson Mall	 	Louisville	KY	 	CBL & Assoc.	 	NONE	 	 	3,262	 	 	 	01/31/2011	 	 
	125
	 	Mall	 	Boulevard Mall	 	Amherst	NY	 	Forest City	 	NONE	 	 	2,076	 	 	 	01/31/2011	 	 
	133
	 	Mall	 	Westgate	 	Amarillo	TX	 	Jones Lang LaSalle	 	ROS	 	 	1,740	 	 	 	01/31/2009	 	 
	150
	 	Mall	 	South Plains	 	Lubbock	TX	 	Macerich	 	ROS	 	 	2,220	 	 	 	01/31/2009	 	 
	158
	 	Mall	 	Millcreek Mall	 	Erie	PA	 	Cafaro	 	NONE	 	 	2,882	 	 	 	01/31/2010	 	 
	160
	 	Mall	 	Lynnhaven Mall	 	Virginia Beach	VA	 	General Growth	 	NONE	 	 	2,160	 	 	 	01/31/2011	 	 
	165
	 	Mall	 	Battlefield Mall	 	Springfield	MO	 	Simon Property	 	NONE	 	 	1,957	 	 	 	01/31/2015	 	 
	166
	 	Mall	 	Northwoods	 	Peoria	IL	 	Simon Property	 	NONE	 	 	2,065	 	 	 	01/31/2009	 	 
	174
	 	Mall	 	Dover	 	Dover	DE	 	Simon/Mills	 	NONE	 	 	2,480	 	 	 	01/31/2010	 	 


















 







     



Schedule L
List
of Leases








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Leases

	prepared: 02/10/08  
	 
	
   Store #   	 	  Segment  	 	Location	 	City	 	 State  	 	Developer	 	 Guarantor 	 	  SQ FT  	 	 	Expiration	 	 Comments
	 
	203
	 	Mall	 	Holyoke	 	Holyoke	MA	 	Pyramid	 	ROS	 	 	2,277	 	 	 	01/31/2013	 	 
	206
	 	Mall	 	Rivergate	 	Goodlettsville	TN	 	CBL & Assoc.	 	ROS	 	 	2,191	 	 	 	01/31/2010	 	 
	210
	 	Mall	 	Monmouth	 	Eatontown	NJ	 	Vornado Realty	 	ROS	 	 	2,299	 	 	 	01/31/2013	 	 
	218
	 	Mall	 	Crossgates Mall	 	Albany	NY	 	Pyramid	 	ROS	 	 	3,576	 	 	 	01/31/2012	 	 
	240
	 	Mall	 	Ford City	 	Chicago	IL	 	CBL & Assoc.	 	ROS	 	 	2,899	 	 	 	01/31/2011	 	 
	242
	 	Mall	 	Lincolnwood TC	 	Lincolnwood	IL	 	Simon Property	 	NONE	 	 	2,526	 	 	 	01/31/2011	 	 
	2022
	 	Mall	 	Vintage Faire	 	Modesto	CA	 	Macerich	 	ROS	 	 	1,765	 	 	 	01/31/2011	 	 
	2038
	 	Mall	 	Sunvalley	 	Concord	CA	 	Taubman	 	ROS	 	 	2,383	 	 	 	01/31/2010	 	 
	2041
	 	Mall	 	Northridge SC	 	Salinas	CA	 	Macerich	 	NONE	 	 	2,601	 	 	 	01/31/2012	 	 
	2110
	 	Mall	 	Northlake	 	Atlanta	GA	 	Simon Property	 	NONE	 	 	2,811	 	 	 	01/31/2010	 	 
	2121
	 	Mall	 	Marketplace	 	Rochester	NY	 	Wilmorite	 	NONE	 	 	1,972	 	 	 	01/31/2012	 	 
	2124
	 	Mall	 	Cross County	 	Yonkers	NY	 	Macerich	 	NONE	 	 	1,835	 	 	 	12/31/2010	 	 
	2131
	 	Mall	 	Serramonte	 	Daly City	CA	 	Jones Lang LaSalle	 	NONE	 	 	3,809	 	 	 	01/31/2013	 	SVKO, but over sales threshold
	2135
	 	Mall	 	Towne East	 	Wichita	KS	 	Simon Property	 	NONE	 	 	3,388	 	 	 	01/31/2011	 	 
	2141
	 	Mall	 	Fox Run	 	Portsmouth	NH	 	Jones Lang LaSalle	 	ROS	 	 	2,033	 	 	 	01/31/2009	 	 
	2142
	 	Mall	 	Greece Ridge	 	Greece	NY	 	Wilmorite	 	ROS	 	 	2,594	 	 	 	06/30/2011	 	 
	2146
	 	Mall	 	North Dartmouth	 	North Dartmouth	MA	 	PREIT-Rubin	 	ROS	 	 	2,640	 	 	 	01/31/2011	 	 
	2155
	 	Mall	 	Mall New Hampshire	 	Manchester	NH	 	Simon Property	 	NONE	 	 	2,420	 	 	 	01/31/2017	 	 
	2160
	 	Mall	 	W/S Oakridge	 	San Jose	CA	 	Westfield Corp.	 	NONE	 	 	2,348	 	 	 	01/31/2010	 	 
	2168
	 	Mall	 	W/S Solano	 	Fairfield	CA	 	Westfield Corp.	 	NONE	 	 	2,113	 	 	 	01/31/2010	 	 
	2178
	 	Mall	 	Beaver Valley	 	Monaca	PA	 	PREIT-Rubin	 	ROS	 	 	2,500	 	 	 	01/31/2010	 	 
	2180
	 	Mall	 	Whitney Field	 	Leominster	MA	 	Jones Lang LaSalle	 	NONE	 	 	1,500	 	 	 	12/31/2008	 	 
	2197
	 	Mall	 	Harrisburg Mall	 	Harrisburg	PA	 	Feldman Properties	 	ROS	 	 	2,200	 	 	 	01/31/2009	 	 
	2221
	 	Mall	 	Rogue Valley	 	Medford	OR	 	General Growth	 	ROS	 	 	1,467	 	 	 	01/31/2012	 	 
	2228
	 	Mall	 	Hamilton Mall	 	Mays Landing	NJ	 	Kravco Simon	 	ROS	 	 	1,832	 	 	 	01/31/2010	 	 
	2262
	 	Mall	 	Boise Town Square	 	Boise	ID	 	General Growth	 	NONE	 	 	3,027	 	 	 	01/31/2012	 	 
	2285
	 	Mall	 	Emerald Square	 	North Attleborough	MA	 	Simon Property	 	NONE	 	 	2,437	 	 	 	01/31/2010	 	 
	2295
	 	Mall	 	W/S Vancouver	 	Vancouver	WA	 	Westfield Corp.	 	ROS	 	 	3,088	 	 	 	04/30/2011	 	 
	2302
	 	Mall	 	Southland	 	Taylor	MI	 	General Growth	 	NONE	 	 	2,460	 	 	 	12/13/2012	 	 
	2303
	 	Mall	 	Genesee Valley	 	Flint	MI	 	Jones Lang LaSalle	 	NONE	 	 	2,467	 	 	 	01/31/2015	 	 
	2304
	 	Mall	 	Westland SC	 	Westland	MI	 	Jones Lang LaSalle	 	NONE	 	 	4,117	 	 	 	01/31/2011	 	 
	2305
	 	Mall	 	Fashion Square	 	Saginaw	MI	 	CBL & Assoc.	 	NONE	 	 	3,837	 	 	 	01/31/2011	 	 
	2307
	 	Mall	 	Lansing	 	Lansing	MI	 	General Growth	 	NONE	 	 	2,505	 	 	 	01/31/2013	 	 
	2311
	 	Mall	 	Crossroads	 	Portage	MI	 	General Growth	 	NONE	 	 	2,086	 	 	 	01/31/2014	 	 
	2317
	 	Mall	 	W/S Chicago Ridge	 	Chicago Ridge	IL	 	Westfield Corp.	 	NONE	 	 	2,442	 	 	 	01/31/2010	 	 
	2324
	 	Mall	 	Orland Square	 	Orland Park	IL	 	Simon Property	 	NONE	 	 	3,574	 	 	 	01/31/2010	 	 
	2330
	 	Mall	 	Spring Hill	 	West Dundee	IL	 	General Growth	 	NONE	 	 	3,470	 	 	 	3/31/2009	 	90 days from 02/01/09
	2331
	 	Mall	 	Stratford Square	 	Bloomingdale	IL	 	Feldman Equities	 	NONE	 	 	2,377	 	 	 	01/31/2009	 	 
	2333
	 	Mall	 	Eastgate	 	Cincinnati	OH	 	CBL & Assoc.	 	ROS	 	 	2,456	 	 	 	01/31/2012	 	 
	2334
	 	Mall	 	W/S Southlake	 	Merrillville	IN	 	Westfield Corp.	 	NONE	 	 	3,852	 	 	 	01/31/2017	 	 
















 






     



Schedule L
List
of Leases








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Leases

	prepared: 02/10/08  
	 
	
   Store #   	 	  Segment  	 	Location	 	City	 	 State  	 	Developer	 	 Guarantor 	 	  SQ FT  	 	 	Expiration	 	 Comments
	 
	2400
	 	Mall	 	York Galleria	 	York	PA	 	CBL & Assoc.	 	ROS	 	 	3,080	 	 	 	01/31/2011	 	 
	2402
	 	Mall	 	W/S Parkway Plaza	 	El Cajon	CA	 	Westfield Corp.	 	ROS	 	 	2,370	 	 	 	01/31/2011	 	 
	2405
	 	Mall	 	Arden Fair	 	Sacramento	CA	 	Macerich	 	ROS	 	 	3,527	 	 	 	01/31/2011	 	 
	2408
	 	Mall	 	Four Seasons T/C	 	Greensboro	NC	 	General Growth	 	ROS	 	 	3,265	 	 	 	01/31/2011	 	 
	2426
	 	Mall	 	Southern Hills	 	Sioux City	IA	 	Macerich	 	ROS	 	 	2,661	 	 	 	2/28/2009	 	60 days from 01/01/09
	2438
	 	Mall	 	River Hills	 	Mankato	MN	 	General Growth	 	NONE	 	 	2,339	 	 	 	01/31/2016	 	 
	2443
	 	Mall	 	St. Charles T/C	 	Waldorf	MD	 	Simon Property	 	NONE	 	 	2,132	 	 	 	01/31/2016	 	 
	2445
	 	Mall	 	Northtown	 	Spokane	WA	 	General Growth	 	NONE	 	 	2,847	 	 	 	01/31/2013	 	 
	2453
	 	Mall	 	Cumberland	 	Atlanta	GA	 	General Growth	 	NONE	 	 	2,460	 	 	 	01/31/2013	 	 
	2462
	 	Mall	 	Broadway Square	 	Tyler	TX	 	Simon Property	 	NONE	 	 	2,190	 	 	 	01/31/2013	 	 
	2463
	 	Mall	 	Cross Creek	 	Fayetteville	NC	 	CBL & Assoc.	 	NONE	 	 	2,495	 	 	 	01/31/2013	 	 
	2465
	 	Mall	 	Grand Traverse	 	Traverse City	MI	 	General Growth	 	NONE	 	 	3,040	 	 	 	01/31/2013	 	 
	2466
	 	Mall	 	W/S Meriden Square	 	Meriden	CT	 	Westfield Corp.	 	ROS	 	 	2,564	 	 	 	04/30/2013	 	 
	2471
	 	Mall	 	Sandusky	 	Sandusky	OH	 	Cafaro	 	NONE	 	 	2,574	 	 	 	01/31/2010	 	 
	2477
	 	Mall	 	Rushmore	 	Rapid City	SD	 	Macerich	 	ROS	 	 	2,355	 	 	 	12/31/2012	 	 
	2492
	 	Mall	 	Coronado Center	 	Albuquerque	NM	 	General Growth	 	NONE	 	 	2,173	 	 	 	01/31/2009	 	 
	2501
	 	Mall	 	Square One	 	Saugus	MA	 	Simon Property	 	NONE	 	 	1,934	 	 	 	01/31/2010	 	 
	2508
	 	Mall	 	W/S Downtown Plaza	 	Sacramento	CA	 	Westfield Corp.	 	NONE	 	 	2,017	 	 	 	01/31/2015	 	 
	2642
	 	Mall	 	W/S Plaza Camino	 	Carlsbad	CA	 	Westfield Corp.	 	NONE	 	 	1,936	 	 	 	01/31/2009	 	 
	2647
	 	Mall	 	Bay Park	 	Green Bay	WI	 	Simon Property	 	NONE	 	 	1,820	 	 	 	01/31/2009	 	 
	2651
	 	Mall	 	Cottonwood Mall	 	Albuquerque	NM	 	Simon Property	 	NONE	 	 	2,161	 	 	 	01/31/2009	 	 
	2662
	 	Mall	 	Wolfchase	 	Memphis	TN	 	Simon Property	 	ROS	 	 	2,183	 	 	 	01/31/2009	 	 
	2666
	 	Mall	 	Spokane Valley	 	Spokane Valley	WA	 	General Growth	 	NONE	 	 	2,201	 	 	 	01/31/2009	 	 
	2679
	 	Mall	 	W/S South County	 	St. Louis	MO	 	CBL & Assoc.	 	ROS	 	 	2,183	 	 	 	01/31/2010	 	 
	2689
	 	Mall	 	Regency Square	 	Jacksonville	FL	 	General Growth	 	NONE	 	 	2,557	 	 	 	01/31/2010	 	 
	2698
	 	Mall	 	FlatIron Crossing	 	Broomfield	CO	 	Macerich	 	NONE	 	 	3,458	 	 	 	12/31/2010	 	 
	2709
	 	Mall	 	Highland Mall	 	Austin	TX	 	General Growth	 	ROS	 	 	2,169	 	 	 	01/31/2010	 	 
	2720
	 	Mall	 	Patrick Henry	 	Newport News	VA	 	PREIT-Rubin	 	ROS	 	 	2,452	 	 	 	01/31/2011	 	 
	2722
	 	Mall	 	Arbor Place	 	Douglasville	GA	 	CBL & Assoc.	 	ROS	 	 	2,803	 	 	 	01/31/2011	 	 
	2731
	 	Mall	 	Lima Mall	 	Lima	OH	 	Simon Property	 	NONE	 	 	1,698	 	 	 	01/31/2011	 	 
	2737
	 	Mall	 	Mall at Stonecrest	 	Lithonia	GA	 	Forest City	 	NONE	 	 	2,235	 	 	 	01/31/2012	 	 
	2747
	 	Mall	 	Honey Creek	 	Terre Haute	IN	 	CBL & Assoc.	 	NONE	 	 	2,555	 	 	 	01/31/2011	 	 
	2759
	 	Mall	 	Seminole Towne	 	Sanford	FL	 	Simon Property	 	NONE	 	 	2,913	 	 	 	11/30/2009	 	90 days from 09/01/09
	2764
	 	Mall	 	Volusia Mall	 	Daytona Beach	FL	 	CBL & Assoc.	 	NONE	 	 	2,269	 	 	 	01/31/2012	 	 
	2768
	 	Mall	 	Bowie Town Center	 	Bowie	MD	 	Simon Property	 	NONE	 	 	2,821	 	 	 	01/31/2012	 	 
	2771
	 	Mall	 	Lakes Mall	 	Muskegon	MI	 	CBL & Assoc.	 	ROS	 	 	2,592	 	 	 	01/31/2012	 	 
	2776
	 	Mall	 	Fairfield Commons	 	Beavercreek	OH	 	Glimcher Properties	 	NONE	 	 	2,251	 	 	 	06/30/2010	 	 
	2782
	 	Mall	 	Virginia Commons	 	Glen Allen	VA	 	Simon Property	 	NONE	 	 	2,614	 	 	 	01/31/2012	 	 
	2788
	 	Mall	 	W/S Countryside	 	Clearwater	FL	 	Westfield Corp.	 	ROS	 	 	2,785	 	 	 	01/31/2012	 	 
	2789
	 	Mall	 	Cordova Mall	 	Pensacola	FL	 	Simon Property	 	NONE	 	 	2,855	 	 	 	01/31/2012	 	 
















 





     



Schedule L
List
of Leases








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Leases

	prepared: 02/10/08  
	 
	
   Store #   	 	  Segment  	 	Location	 	City	 	 State  	 	Developer	 	 Guarantor 	 	  SQ FT  	 	 	Expiration	 	 Comments
	 
	2805
	 	Mall	 	Chesapeake Square	 	Chesapeake	VA	 	Simon Property	 	NONE	 	 	2,777	 	 	 	01/31/2013	 	 
	2824
	 	Mall	 	Valley River	 	Eugene	OR	 	Macerich	 	NONE	 	 	1,850	 	 	 	01/31/2013	 	 
	2831
	 	Mall	 	Oakland Mall	 	Troy	MI	 	Oakland Mall Ltd.	 	ROS	 	 	2,000	 	 	 	5/31/2009	 	60 days from 02/28/09
	2836
	 	Mall	 	W/S Connecticut Post	 	Milford	CT	 	Westfield Corp.	 	NONE	 	 	2,250	 	 	 	01/31/2016	 	 
	2837
	 	Mall	 	W/S Plaza Bonita	 	National City	CA	 	Westfield Corp.	 	NONE	 	 	1,422	 	 	 	5/31/2009	 	120 days from 02/01/09
	2839
	 	Mall	 	Regency Square	 	Richmond	VA	 	Taubman	 	ROS	 	 	2,008	 	 	 	3/31/2010	 	60 days from 02/01/10
	3050
	 	Outlet	 	Great Lakes Crossing	 	Auburn Hills	MI	 	Taubman	 	ROS	 	 	4,124	 	 	 	1/31/2018	 	 
	3057
	 	Outlet	 	Tanger Myrtle Bch II	 	Myrtle Beach	SC	 	Tanger	 	NONE	 	 	3,768	 	 	 	12/31/2009	 	 
	3107
	 	Outlet	 	Cincinnati Mills	 	Cincinnati	OH	 	Mills Corp.	 	ROS	 	 	5,005	 	 	 	01/31/2012	 	 
	3122
	 	Outlet	 	The Source	 	Westbury	NY	 	Simon Property	 	NONE	 	 	4,189	 	 	 	01/31/2012	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	130